Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

You
are cordially invited to attend the 2013 Annual General Meeting of Shareholders of Tyco International Ltd., which will be held on March 6, 2013 at 3:00 p.m.,
Central European Time, at the Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland. Details of the business to be presented at the meeting can be found in
the accompanying Notice of Annual General Meeting and Proxy Statement. We hope you are planning to attend the meeting. Your vote is important. Whether or not you are able to attend, it is important
that your common shares be represented at the meeting. Accordingly, we ask that you please complete, sign, date and return the enclosed proxy card or cast your vote electronically at your earliest
convenience.

On
behalf of the Board of Directors, I extend our appreciation for your continued support.

NOTICE OF 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 6, 2013

NOTICE IS HEREBY GIVEN that the 2013 Annual General Meeting of Shareholders of Tyco International Ltd. will be
held on March 6, 2013 at 3:00 p.m., Central European Time, at the Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland for the following
purposes:

1.

To
approve the annual report, the parent company financial statements of Tyco International Ltd. and the consolidated financial statements for the
fiscal year ended September 28, 2012;

2.

To
discharge the Board of Directors from liability for the financial year ended September 28, 2012;

3.

To
elect the Board of Directors;

4.

To
elect auditors as follows:

4.a

to
elect Deloitte AG (Zürich) as statutory auditors until our next annual general meeting;

4.b

to
ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for purposes of United States securities law
reporting for the year ending September 27, 2013;

4.c

to
elect PricewaterhouseCoopers AG (Zürich) as special auditors until our next annual general meeting;

5.

To
approve the following:

5.a

the
allocation of fiscal year 2012 results;

5.b

the
payment of ordinary cash dividends in the amount of $0.64 per share out of Tyco's capital contribution reserve in its statutory accounts.

To
amend our articles of association in order to renew the authorized share capital available for new issuance; and

8.

To
approve a reduction in the registered share capital.

The
meeting will also consider and act on such other business as may properly come before the meeting or any adjournment thereof.

This
Notice of Annual General Meeting and Proxy Statement and the enclosed proxy card are first being sent on or about January 22, 2013 to each holder of record of Tyco common
shares at the close of business on January 7, 2013. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card to
ensure that your common shares are represented at the meeting. Tyco shareholders of record who attend the meeting may vote their common shares personally, even though they have
sent in proxies.

Tyco has sent this Notice of Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction
card, because Tyco's Board of Directors is soliciting your proxy to vote at the Annual General Meeting on March 6, 2013. This Proxy Statement contains information about the items being voted on
at the Annual General Meeting and important information about Tyco. Tyco's 2012 Annual Report on Form 10-K, which includes Tyco's parent company financial statements and
consolidated financial statements for the fiscal year ended September 28, 2012 (the "Annual Report"), is enclosed with these materials.

Tyco
has made these materials available to each person who is registered as a holder of its common shares in its register of shareholders (such owners are often referred to as "holders
of record" or "registered shareholders") as of the close of business on January 7, 2013, the record date for the Annual General Meeting. Any Tyco shareholder as of the record date who does not
receive Notice of the Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction card and the Annual Report, may obtain a copy at the Annual General
Meeting or by contacting Tyco at +41 52 633 02 44.

Tyco
has requested that banks, brokerage firms and other nominees who hold Tyco common shares on behalf of the owners of the common shares (such owners are often referred to as
"beneficial shareholders" or "street name holders") as of the close of business on January 7, 2013 forward these materials, together with a proxy card or voting instruction card, to those
beneficial shareholders. Tyco has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

Finally,
Tyco has provided for these materials to be sent to persons who have interests in Tyco common shares through participation in Tyco's retirement savings plans. These individuals
are not eligible to vote directly at the Annual General Meeting. They may, however, instruct the trustees of these plans how to vote the common shares represented by their interests. The enclosed
proxy card will also serve as voting instructions for the trustees of the plans.

Who is entitled to vote?

January 7, 2013 is the record date for the Annual General Meeting. On
January 7, 2013, there were 465,772,041 common shares outstanding and entitled to vote at the Annual General Meeting. Shareholders registered in our share register with voting rights at the
close of business on January 7, 2013 are entitled to vote at the Annual General Meeting, except as provided below. A shareholder who purchases shares from a registered holder after
January 7, 2013, but before March 1, 2013, and who wishes to vote his or her shares at the Annual General Meeting must (i) ask to be registered as a shareholder with
respect to such shares in our share register prior to March 1, 2013 and (ii) obtain a proxy from the registered voting rights record holder of those shares as of the record date. If you
are a record holder of our common shares (as opposed to a beneficial shareholder) on the record date but sell your shares prior to the Annual General Meeting, you will not be entitled to vote those
shares at the Annual General Meeting.

How many votes do I have?

Every holder of a common share on the record date will be entitled to one vote per share for each Director to be elected at the Annual
General Meeting and to one vote per share on each other matter presented at the Annual General Meeting. However, if you own "Controlled Shares" representing voting power of 15% or more, your ability
to vote shares exceeding 15% of the voting power is limited.

Controlled
Shares is defined in Article 8 of our Articles of Association and generally refers to shares held directly, indirectly, formally, constructively or beneficially by any individual or
entity, or any individuals or entities acting together as a group, subject to certain limitations.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Most of our shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As
summarized below, there are some differences between shares held of record and those owned beneficially.

Shareholder of Record

If your shares are registered directly in your name, as registered shares entitled to voting rights, in our share register operated by
our transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of record and these proxy materials are being sent to you directly by us. As the shareholder of
record, you have the right to grant your voting proxy directly to the Company officers named in the proxy card or to the independent proxy (see "How Do I Appoint and Vote via an Independent Proxy?"
below) named in the proxy card, or to grant a written proxy to any person (who does not need to be a shareholder), or to vote in person at the Annual General Meeting. We have enclosed a proxy card for
you to use in which you can elect to appoint Company officers or the independent proxy as your proxy.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares
held in street name, and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the shareholder of record. As the
beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares and are also invited to attend the Annual General Meeting. However, since you are not the
shareholder of record, you may only vote these shares in person at the Annual General Meeting if you follow the instructions described below under the heading "How do I attend the Annual General
Meeting?" and "How do I vote?" Your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing your broker, bank or other nominee as to how to vote your shares,
which may contain instructions for voting by telephone or electronically.

How do I vote?

You can vote in the following ways:



By
Mail: If you are a holder of record, you can vote by marking, dating and signing the appropriate proxy card and returning it by mail in
the enclosed postage-paid envelope. If you beneficially own your common shares, you can vote by following the instructions on your voting instruction card.



By Internet or
Telephone: you can vote over the Internet at www.proxyvote.com by following the
instructions on the proxy card, voting instruction card or in the Notice of internet availability of proxy materials previously sent to you. You can vote using a touchtone telephone by calling
1-800-690-6903.



At the Annual General
Meeting: If you are planning to attend the Annual General Meeting and wish to vote your common shares in person, we will give you a
ballot at the meeting. Shareholders who own their common shares in street name are not able to vote at the Annual General Meeting unless they have a proxy, executed in their favor, from the holder of
record of their shares.

Even
if you plan to be present at the Annual General Meeting, we encourage you to complete and mail the enclosed card to vote your common shares by proxy. Telephone and Internet voting
facilities for stockholders will be available 24 hours a day and will close at 11:59 p.m. EST on March 5, 2013.

How do I vote by proxy given to a company officer?

If you properly fill in your proxy card appointing an officer of the Company as your proxy and send it to us in time to vote, your
proxy, meaning one of the individuals named on your proxy card, will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your
shares as recommended by the Board of Directors "FOR" each of the agenda items listed above. Alternatively, you can grant a proxy to the independent proxy as described below.

If
a new agenda item or a new motion or proposal for an existing agenda item is presented to the Annual General Meeting, the Company officer acting as your proxy will vote in accordance
with the recommendation of our Board of Directors. At the time we began printing this proxy statement, we knew of no matters that needed to be acted on at the Annual General Meeting other than those
discussed in this proxy statement.

Whether
or not you plan to attend the Annual General Meeting, we urge you to submit your proxy. Returning the proxy card or submitting your vote electronically will not affect your right
to attend the Annual General Meeting. You must return your proxy cards by the times and dates set forth below under "Returning Your Proxy Card" in order for your vote to be counted.

How do I appoint and vote via an independent proxy?

If you are a shareholder of record as of the record date, you may authorize the independent proxy, Dr. Harald Maag, Bratschi
Wiederkehr & Buob, Attorneys-at-Law, Bahnhofstrasse 70, P.O. Box 1130, CH-8021 Zürich, Fax +41 58 258 1099, with
full rights of substitution, to vote your common shares on your behalf by checking the appropriate box on the enclosed proxy card. If you authorize the independent proxy to vote your shares without
giving instructions, your shares will be voted in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting.

If
new agenda items (other than those in the notice of meeting) or new proposals or motions with respect to those agenda items set forth in the notice of meeting are being put forth
before the Annual General Meeting, the independent proxy will, in the absence of other specific instructions, vote in accordance with the recommendations of the Board of Directors.

Whether
or not you plan to attend the Annual General Meeting, we urge you to submit your proxy. Returning the proxy card or submitting your vote electronically will not affect your right
to attend the Annual General Meeting. You must return your proxy cards by the times and dates set forth below under "Returning Your Proxy Card" in order for your vote to be counted.

How do I attend the Annual General Meeting?

All shareholders are invited to attend and vote at the Annual General Meeting. For admission to the Annual General Meeting,
shareholders of record should bring the admission ticket attached to the enclosed proxy card and a form of photo identification to the Registered Shareholders check-in area, where their
ownership will be verified. Those who beneficially own shares should come to the beneficial owners check-in area. To be admitted, beneficial owners must bring account statements or letters
from their banks or brokers showing that they own Tyco common shares as of January 7, 2013 along with a form of photo identification. Registration will begin at 2:00 p.m. Central
European Time and the Annual General Meeting will begin at 3:00 p.m. Central European Time.

What if I return my proxy or voting instruction card but do not mark it to show how I am voting?

Your common shares will be voted according to the instructions you have indicated on your proxy or voting instruction card. If you sign
and return your proxy card or voting instruction card but do not indicate instructions for voting, your common shares will be voted: "FOR" the election of all nominees to the Board of Directors named
on the proxy card; and "FOR" all remaining proposals. For any other matter which may properly come before the Annual General Meeting, and any adjournment or postponement thereof, proxies with blank
voting instructions will be voted in accordance with the recommendation of the Board of Directors.

May I change or revoke my vote after I return my proxy or voting instruction card?

You may change your vote before it is exercised by:



Notifying our Secretary in writing before the Annual General Meeting that you are revoking your proxy or, if you
beneficially own your common shares, follow the instructions on the voting instruction card;



Submitting another proxy card (or voting instruction card if you beneficially own your common shares) with a later date;



If you are a holder of record, or a beneficial owner with a proxy from the holder of record, voting in person at the
Annual General Meeting; or



If you voted by telephone or the Internet, submitting subsequent voting instructions through the telephone or Internet. If
you have granted your proxy to the independent proxy and wish to revoke or change the proxy, you should send a revocation letter, and new proxy, if applicable, directly to the independent proxy,
Dr. Harald Maag, Bratschi Wiederkehr & Buob, Attorneys-at-Law, Bahnhofstrasse 70, P.O. Box 1130, CH-8021 Zürich, Fax +41
58 258 1099.

What does it mean if I receive more than one proxy or voting instruction card?

It means you have multiple accounts at the transfer agent and/or with banks and stockbrokers. Please vote all of your common shares.
Beneficial owners sharing an address who are receiving multiple copies of the proxy materials and Annual Report will need to contact their broker, bank or other nominee to request that only a single
copy of each document be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, but not the record holder, of Tyco's common shares, your broker,
bank or other nominee may deliver only one copy of the Proxy Statement and Annual Report to multiple shareholders who share an address unless that nominee has received contrary instructions from one
or more of the shareholders. Tyco will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement and Annual Report to a shareholder at a shared address to which a single
copy of the documents was delivered. Shareholders who wish to receive a separate written copy of the Proxy Statement and Annual Report, now or in the future, should submit their request to Tyco by
telephone at +41 52 633 02 44 or by submitting a written request to Tyco Shareholder Services, Tyco International Ltd., Freier Platz 10, CH-8200 Schaffhausen,
Switzerland.

What proposals are being presented at the Annual General Meeting and what vote is required to approve each proposal?

Tyco intends to present proposals numbered one through eight for shareholder consideration and voting at the Annual General Meeting.
These proposals are for:

1.

Approval
of the Annual Report, including Tyco's financial statements.

The
approval of each of the annual report, parent company financial statements of Tyco International Ltd. and consolidated financial statements for the year ended September 28, 2012

requires
the affirmative vote of a relative majority of the votes cast (in person or by proxy) at the Annual General Meeting.

2.

Discharge
of the Board of Directors from liability for the financial year ended September 28, 2012.

The
discharge of the Board of Directors requires the affirmative vote of a relative majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting the votes of any
member of the Company's Board of Directors or any executive officer of the Company or any votes represented by the Company.

3.

Election
of the Board of Directors.

The
election of each director nominee requires the affirmative vote of an absolute majority (or in the event of a contested election, a plurality) of the votes cast (in person or by proxy) at the
Annual General Meeting.

4.

Election
and ratification of auditors.

Each
of the election of Deloitte AG (Zürich) as our statutory auditor, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public
accounting firm, and the election of PricewaterhouseCoopers AG, Zürich as our special auditing firm requires the affirmative vote of an absolute majority of the votes cast at the Annual
General Meeting.

5.

The
allocation of fiscal year 2012 results and the approval of an ordinary dividend out of the Company's capital contribution reserve.

The
allocation of fiscal year 2012 results and the approval of an ordinary dividend require the affirmative vote of a relative majority of the votes cast (in person or by proxy) at the Annual General
Meeting.

The
advisory (consultative) vote on executive compensation is non-binding, meaning that our Board of Directors will not be obligated to take any compensation actions, or to adjust our
executive compensation programs or policies as a result of the vote. Notwithstanding the advisory nature of the vote, the resolution will be considered passed with the affirmative vote of a relative
majority of the votes cast (in person or by proxy) at the Annual General Meeting.

7.

To
amend our articles of association in order to renew the authorized share capital available for new issuance.

Amendments
to Article 4 paragraph 1 of our Articles of Association (to re-authorize the issuance of share capital for new issuance) require the affirmative vote of
two-thirds of the votes represented (in person or by proxy) at the Annual General Meeting.

8.

To
approve a reduction in registered share capital

The
reduction of the Company's registered share capital requires the affirmative vote of a relative majority of the votes cast (in person or by proxy) at the Annual General Meeting.

What constitutes a quorum?

Our Articles of Association provide that all resolutions and elections made at a shareholders' meeting require the presence, in person
or by proxy, of a majority of all shares entitled to vote, with abstentions, broker non-votes, blank or invalid ballots regarded as present for purposes of establishing the quorum.

What is the effect of broker non-votes and abstentions?

A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item
because the broker does not have discretionary voting power for that particular

item
and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to "routine" matters, they do not have discretionary power
to vote your shares on "non-routine" matters pursuant to New York Stock Exchange ("NYSE") rules. We believe the following proposals will be considered non-routine under NYSE
rules and therefore your broker will not be able to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you: Proposal No. 3 (Election of
Directors) and Proposal No. 6 (Advisory (Consultative) Vote on Executive Compensation).

Common
shares owned by shareholders electing to abstain from voting or submitting blank votes with respect to the election of directors will be regarded as present at the meeting and
counted in the determination of the absolute majority required to approve the election of directors and to approve the
election and ratification of our auditors. They will also be regarded as present and counted for purposes of establishing the two-thirds majority required for Proposal No. 7 (renewal of
authorized share capital). Therefore, abstentions and blank votes will have the effect of an "AGAINST" vote on such agenda items. Pursuant to our Articles of Association, abstentions, broker
non-votes, blank and invalid votes are disregarded for purposes of determining the majority for agenda items requiring the approval of a relative majority of votes cast.

How will voting on any other business be conducted?

Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know
of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our
shareholders give the proxy holders the authority to vote on the matter at their discretion and such proxy holders will vote in accordance with the recommendations of the Board of Directors.

Who will count the votes?

Broadridge Financial Solutions will act as the inspector of election and will tabulate the votes.

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on March 6, 2012:

Our proxy statement for the 2013 Annual General Meeting, form of proxy card and 2012 Annual Report are available at www.proxyvote.com.

As
permitted by U.S. Securities and Exchange Commission rules, Tyco is making this Proxy Statement and its Annual Report available to its stockholders electronically via the Internet. On
January 22, 2013, we mailed to our stockholders a Notice containing instructions on how to access this proxy statement and our Annual Report and vote online. If you received a Notice by mail,
you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement
and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice
by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Returning Your Proxy Card to the Company

Tyco shareholders should complete and return the proxy card as soon as possible. In order to assure that your proxy is received in time
to be voted at the meeting, the proxy card must be

If
your common shares are held in street name, you should return your proxy card or voting instruction card in accordance with the instructions on that card or as provided by the bank,
brokerage firm or other nominee who holds Tyco common shares on your behalf.

Returning Your Proxy Card to the Independent Proxy

Tyco shareholders wishing to instruct the independent proxy should complete the proxy card as soon as possible and check the
appropriate box to appoint the independent proxy. In order to assure that your proxy is received in time to be voted at the meeting by the independent proxy, the proxy card must be completed in
accordance with the instructions on it and received at the address set forth below by the time (being local time) and date specified:

Shareholders who are registered in the share register on January 7, 2013 will receive the proxy statement and proxy cards from
us. Beneficial owners of shares will receive an instruction form from their broker, bank, nominee or custodian acting as shareholder of record to indicate how they wish their shares to be voted.
Beneficial owners who wish to vote in person at the Annual General Meeting are requested to obtain a proxy executed in their favor, from their broker, bank, nominee or other custodian that authorizes
you to vote the shares held by them on your behalf. In addition, you must bring to the Annual General Meeting an account statement or letter from the broker, bank or other nominee indicating that you
are the owner of the shares. Shareholders of record registered in the share register are entitled to vote and may participate in the Annual General Meeting. Each share carries one vote. The exercise
of the voting right is subject to the voting restrictions set out in our Articles of Association, a summary of which is contained in "How many votes do I have?" For further information, refer to "Who
is entitled to vote?", "What is the difference between holding shares as a shareholder of record and as a beneficial owner?", "How do I vote by proxy given to a company officer?", "How do I appoint
and vote via an independent proxy?" and "How do I attend the Annual General Meeting?"

Shareholders
who purchase our shares and, upon application, become registered as shareholders with respect to such shares after January 7,
2013, but on or before March 1, 2013, and who wish to vote those shares at the Annual General Meeting, will need to
obtain a proxy, executed in their favor, from the registered holder of those shares as of the record date to vote their shares in person at the Annual General Meeting. Shareholders registered in our
share register (as opposed to beneficial

shareholders)
who have sold their shares prior to the Annual General Meeting are not entitled to vote those shares.

Granting of Proxy

If you are a shareholder of record and do not wish to attend the Annual General Meeting, you have the right to grant your voting proxy
directly to the Company officers named in the proxy card. Alternatively, you can appoint Dr. Harald Maag, Bratschi Wiederkehr & Buob, Attorneys-at-Law,
Bahnhofstrasse 70, P.O. Box 1130, CH-8021, Zürich, Switzerland, Fax +41 58 258 1099, as independent proxy, in accordance with Article 689c
of the Swiss Code of Obligations, with full rights of substitution, by checking the appropriate box on the enclosed proxy card, or grant a written proxy to any other person, which person does not need
to be a shareholder. For further information, refer to "How do I vote by proxy given to a company officer?" and "How do I appoint and vote via an independent proxy?"

The
proxies granted to the independent proxy must be received by the independent proxy no later than March 5, 2013, 11:00 a.m. Central European time.

Registered shareholders who have appointed a Company officer or the independent proxy as a proxy may not vote in person at the meeting or send a proxy of their
choice to the meeting, unless they revoke or change their proxies. Revocations must be received by the independent proxy no later than March 5, 2013, 11:00 a.m. Central European time.
Registered shareholders who have appointed a Company officer as their proxy may revoke their proxy at any time before the vote is taken at the Annual General Meeting. However, a written revocation
must be received by the Secretary in sufficient time to permit the necessary examination and tabulation of the subsequent revocation. Written revocations should be directed to the Secretary of the
Company at the same addresses listed above used for proxy submissions.

With
regard to the items listed on the agenda and without any explicit instructions to the contrary, the Company officer acting as proxy and the independent proxy will vote according to
the recommendations of the Board of Directors. If new agenda items (other than those on the agenda) or new proposals or motions regarding agenda items set out in the invitation to the Annual General
Meeting are being put forth before the meeting, the Company officer acting as proxy will vote in accordance with the recommendations of the Board of Directors, as will the independent proxy in the
absence of other specific instructions.

Beneficial owners who have not obtained a proxy, executed in their favor, from their broker, custodian or other nominee, are not entitled to vote in person at, or
participate in, the Annual General Meeting.

For
further information, refer to "What is the difference between holding shares as a shareholder of record and as a beneficial owner?"

Proxy holders of deposited shares

Proxy holders of deposited shares in accordance with Article 689d of the Swiss Code of Obligations are kindly asked to inform
the Company of the number of the shares they represent as soon as possible, but no later than March 5, 2013, 2:00 p.m. Central European time at the Registered Shareholders
check-in area.

Tyco Annual Report

The Tyco International Ltd. 2012 Annual Report containing the Company's audited consolidated financial statements with
accompanying notes and its audited Swiss statutory financial statements prepared in accordance with Swiss law, which include required Swiss disclosures, is available on the Company's web site in the
Investor Relations Section at www.tyco.com. Copies of this document may be obtained without charge by contacting Tyco by phone at +41
52 633 02 44. Copies may also be obtained without charge by contacting Investor Relations in writing, or may be physically inspected, at the offices of Tyco International Ltd.,
Freier Platz 10, CH-8200 Schaffhausen, Switzerland.

PROPOSAL NUMBER ONEAPPROVAL OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS

The Company's Annual Report to Shareholders for the fiscal year ended September 28, 2012, which accompanies this Proxy
Statement, includes the parent company financial statements of Tyco International Ltd. (which do not consolidate the results of operations for Tyco's subsidiaries) and Tyco's consolidated
financial statements for the year ended September 28, 2012, and contains the reports of our statutory auditor and our independent registered public accounting firm, as well as information on
Tyco's business, organization and strategy. Copies of our 2012 Annual Report and this proxy statement are available on the Internet in the Investor Relations section of our website at www.tyco.com.

Deloitte
AG (Zürich), as the Company's statutory auditor, has issued an unqualified recommendation to the Annual General Meeting that Tyco International Ltd's
parent company financial statements be approved. As the Company's statutory auditor, Deloitte AG (Zürich) has expressed its opinion that the
financial statements for the period ended September 28, 2012 comply with Swiss law and the Company's Articles of Association.

Deloitte
AG (Zürich) has also issued a recommendation to the Annual General Meeting that the Company's consolidated financial statements be approved. As the Company's
statutory auditor, Deloitte AG (Zürich) has expressed its opinion that the consolidated financial statements present fairly, in all material respects, the financial position of Tyco
International Ltd., the results of operations and the cash flows in accordance with accounting principles generally accepted in the United States of America (US GAAP) and comply with
Swiss law.

Representatives
of Deloitte AG (Zürich), will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available
to answer questions at the meeting.

Under
Swiss law, our annual report, parent company financial statements of Tyco International Ltd. and consolidated financial statements for the year ended September 28,
2012 must be submitted to shareholders for approval at each annual general meeting. Approval of the annual report and financial statements requires the affirmative vote of a relative majority of the
votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded
in establishing the number of votes cast.

The Board of Directors unanimously recommends that shareholders vote FOR approval of the Company's annual report, parent company financial statements of Tyco
International Ltd. and consolidated financial statements for the year ended September 28, 2012.

PROPOSAL NUMBER TWODISCHARGE OF THE BOARD OF DIRECTORS FROM LIABILITY FOR THE FINANCIAL YEAR ENDED SEPTEMBER 28, 2012

The Board proposes that the members of the Board of Directors be discharged from liability for the financial year ended
September 28, 2012.

As
is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss Code of Obligations, shareholders are requested to
discharge the members of the Board of Directors from liability for their activities during the year ended September 28, 2012. This discharge excludes liability for claims brought by the Company
or shareholders against the members of the Board of Directors for activities carried out during the year ended September 28, 2012 relating to facts that have not been disclosed to shareholders.
Registered shareholders that do not vote in favor of this agenda item are not bound by the result for a period ending six months after the vote.

The
discharge of the Board of Directors requires the affirmative vote of a relative majority of the votes cast by the holders of common shares represented at the Annual General Meeting
in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the number of votes cast.

The Board unanimously recommends that shareholders vote FOR the discharge of the members of the Board of Directors from liability for activities during the year
ended September 28, 2012.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated for election at the 2013 Annual General
Meeting a slate of ten nominees, all of whom are currently serving on the Board. The nominees are Ms. Wijnberg, Dr. O'Neill and Messrs. Breen, Daniels, Drendel, Duperreault,
Gupta, Krol, Oliver and Yost. Biographical information regarding each of the nominees is set forth below. The election of Directors will take place at the Annual General Meeting. Tyco is not aware of
any reason why any of the nominees will not be able to serve if elected. In accordance with our Articles of Association, the term of office for members of the Board of Directors commences upon
election and terminates on the first Annual General Meeting of Shareholders following election. The Nominating and Governance Committee has not nominated Mr. William Stavropoulos, a current
Board member, for election at the 2013 Annual General Meeting because Mr. Stavropoulos has decided not to stand for election to another term on our Board, effective as of the end of his current
term. The Board wishes to thank Mr. Stavropoulos for his significant contributions to Tyco during his six years of service on the Board. In addition, in connection with the spin-off
of ADT on September 28, 2012, Messrs. Timothy Donahue, Bruce
Gordon and Dinesh Paliwal resigned from Tyco's Board. The Board wishes to thank each of these individuals for their respective service on the Board.

Current Directors Nominated for Re-Election

Edward D. BreenMr. Breen, age 56, was our Chairman and Chief Executive Officer from July 2002 to
September 2012. Upon completion of the spin-offs of ADT and Tyco Flow Control in September 2012, Mr. Breen stepped down from his role as Chief Executive Officer and
continued as Chairman of the Board of Directors. Prior to joining Tyco, Mr. Breen was President and Chief Operating Officer of Motorola from January 2002 to July 2002; Executive
Vice President and President of Motorola's Networks Sector from January 2001 to January 2002; Executive Vice President and President of Motorola's Broadband Communications Sector from
January 2000 to January 2001; Chairman, President and Chief Executive Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to
December 1997, President of General Instrument's Broadband Networks Group. Mr. Breen was a director of McLeod USA Incorporated from 2001 to 2005 and Comcast Corporation
from 2005 to 2011. Mr. Breen is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm. Mr. Breen's extensive experience and leadership in
the communications and technology equipment industries, including the cable and broadband industries, and his service as our Chief Executive Officer from 2002 to 2012, render him
qualified to serve as one of our directors.

Michael E. DanielsMr. Daniels, age 58, joined our Board in March 2010. He is the Senior Vice
President of the Global Technology Services group of International Business Machines Corporation, a business and IT services company with operations in more than 160 countries around the world. In his
current role at IBM, Mr. Daniels has worldwide responsibility for IBM's Global Services business operations in outsourcing services, integrated technology services, maintenance, and Global
Business Services, the consulting and applications management arm of Global Services. Since joining IBM in 1976, Mr. Daniels has held a number of leadership positions in sales,
marketing, and services, and was general manager of several sales and services businesses, including IBM's Sales and Distribution operations in the United States, Canada and Latin America, its Global
Services team in the Asia Pacific region, Product Support Services, Availability Services, and Systems Solutions. Mr. Daniels is a graduate of the Holy Cross College in Massachusetts with a
degree in political science, and is also a trustee of Holy Cross. Mr. Daniels' qualifications to serve on our board include his extensive global business experience with IBM, his sales,
marketing and services expertise and his deep understanding of enterprise technology.

Frank M. DrendelMr. Drendel, age 67, is currently Non-Executive Chairman of the Board of
CommScope Holding Company, Inc., a private company. Prior to the acquisition of CommScope by funds affiliated with The Carlyle Group in January 2011, Mr. Drendel served as Chief
Executive Officer of CommScope from its founding in 1976. He also served as Chairman since July 1997, when CommScope was spun-off from General Instrument Corporation and
became an independent publicly traded company on the NYSE. While at CommScope, Mr. Drendel also served as a director of GI Delaware, a subsidiary of General Instrument Corporation, and its
predecessors from 1987 to 1992, a director of General Instrument Corporation from 1992 until 1997, and a director of NextLevel Systems, Inc. (which was renamed
General Instrument Corporation) from 1997 until January 2000. Mr. Drendel was formerly a director of Sprint Nextel Corporation from 2005 to 2008 and a director of Nextel
Communications, Inc. from 1997 to 2005. Mr. Drendel is a director of the National Cable & Telecommunications Association. He holds a bachelor's degree in marketing from
Northern Illinois University. Mr. Drendel's qualifications to serve on our board include his extensive experience as an executive officer in the data communications and technology industries.

Brian DuperreaultMr. Duperreault, age 65, joined our Board in March 2004. Mr. Duperreault served
as President, Chief Executive Officer and director of Marsh & McLennan Companies, Inc. from January 2008 until his retirement in December 2012. Previously he served as Chairman of
ACE Limited, an international provider of a broad range of insurance and reinsurance products, from October 1994 to May 2007. He served as Chief Executive Officer of ACE Limited from
October 1994 through May 2004, and as its President from October 1994 through November 1999. Prior to joining ACE, Mr. Duperreault had been employed with American
Insurance Group ("AIG") since 1973 and served in various senior executive positions with AIG and its affiliates from 1978 until September 1994, most recently as Executive Vice
President, Foreign General Insurance and, concurrently, as Chairman and Chief Executive Officer of American International Underwriters Inc. ("AIU") from April 1994 to
September 1994. Mr. Duperreault was President of AIU from 1991 to April 1994, and Chief Executive Officer of AIG affiliates in Japan and Korea from 1989
until 1991. Mr. Duperreault is a member of the Board of Directors of the International Insurance Society, the IESE Business School and the Insurance Information Institute. He also serves
as Chairman of the Federal Advisory Committee on Insurance, the Board of Overseers of the School of Risk Management of St. John's University and the Bermuda Institute of Ocean Sciences.
Previously, Mr. Duperreault also served as a director of the Bank of N.T. Butterfield & Son, Ltd., a provider of international financial services. Mr. Duperreault is our
Lead Director and Chair of the Company's Nominating and Governance Committee. Mr. Duperreault's qualifications to serve on the board include his extensive experience as an executive and board
member of publicly traded companies, his experience in risk management and his global business experience and leadership.

Rajiv L. GuptaMr. Gupta, age 67, joined our Board in March 2005. Mr. Gupta served as Chairman and
Chief Executive Officer of Rohm and Haas Company, a worldwide producer of specialty materials, from 1999 to 2009. He served as Vice Chairman of Rohm and Haas Company from 1998
to 1999, Director of the Electronic Materials business from 1996 to 1999, and Vice President and Regional Director of the Asia-Pacific Region from 1993
to 1998. Mr. Gupta holds a B.S.
degree in mechanical engineering from the Indian Institute of Technology, an M.S. in operations research from Cornell University and an M.B.A. in finance from Drexel University. Mr. Gupta also
is a director of the Vanguard Group, Hewlett-Packard Company, Delphi Automotive, plc and the private companies Affle, Pte Ltd, Symphony IRI Group and Stroz Friedberg LLC. He
serves as Chairman of Avantor Performance Materials, Inc., a privately held maker of performance materials. He is also a trustee of The Conference Board, and a senior advisor of New Mountain
Capital LLC. Mr. Gupta is the Chair of the Company's Compensation and Human Resources Committee. Mr. Gupta's qualifications to serve on the board include his broad international
leadership experience as an executive at Rohm and Haas, his engineering and science background, and his corporate governance experience as a board member and executive in several publicly traded and
private companies.

John A. KrolMr. Krol, age 76, joined our Board in August 2002. Mr. Krol served as the Chairman
and Chief Executive Officer of E.I. du Pont de Nemours & Company, where he spent his entire career until his retirement in 1998. E.I. du Pont de Nemours is a
global research and technology-based company serving worldwide markets, including food and nutrition, health care, agriculture, fashion and apparel, home and construction, electronics and
transportation. Mr. Krol also serves as chairman of the board of Delphi Automotive, plc. He also served as a director of ACE Limited, Pacolet-Milliken and MeadWestvaco Corporation, a
global packaging solutions company. Mr. Krol graduated from Tufts University where he received a B.S. and M.S. in chemistry. Mr. Krol's qualifications to serve on the board include his
extensive leadership and corporate governance experience as an executive and as the former chairman and chief executive of DuPont, his engineering and science background and his well developed
business acumen gained over decades of experience as an advisor and as a board member of numerous publicly traded and private companies.

George R. OliverMr. Oliver, age 52, is our Chief Executive Officer. He joined Tyco in July 2006,
serving as president of Tyco Safety Products from 2006 to 2010 and as president of Tyco Electrical & Metal Products from 2007 through 2010. He was appointed
president of Tyco Fire Protection in 2011. Before joining Tyco, he served in operational leadership roles of increasing responsibility at several General Electric divisions. Mr. Oliver
serves as a director on the board of Atkore International Inc., an equity investment of Tyco, and is a trustee of Worcester Polytechnic Institute. Mr.Oliver has a bachelor's degree in
mechanical engineering from Worcester Polytechnic Institute. Mr. Oliver's qualifications to serve on the board include his extensive leadership experience as an executive and his position as
the Chief Executive Officer of Tyco.

Brendan R. O'NeillDr. O'Neill, age 64, joined our Board in March 2003. Dr. O'Neill was
Chief Executive Officer and director of Imperial Chemical Industries PLC ("ICI"), a manufacturer of specialty products and paints, until April 2003. Dr. O'Neill joined ICI
in 1998 as its Chief Operating Officer and Director, and was promoted to Chief Executive Officer in 1999. Prior to Dr. O'Neill's career at ICI, he held numerous positions at
Guinness PLC, including Chief Executive of Guinness Brewing Worldwide Ltd, Managing Director International Region of United Distillers, and Director of Financial Control.
Dr. O'Neill also held positions at HSBC Holdings PLC, BICC PLC and the Ford Motor
Company. He has an M.A. from the University of Cambridge and a Ph.D. in chemistry from the University of East Anglia, and is a Fellow of the Chartered Institute of Management Accountants (U.K.).
Dr. O'Neill is a director of Endurance Specialty Holdings Ltd., Informa plc and Towers Watson & Co. He chairs the Audit Committee of Informa plc.
Dr. O'Neill was also a director of Rank Group, a hospitality and leisure business from 2005 to 2007 and Aegis Group Plc, a global market research company, from 2005
to 2009. Dr. O'Neill is the Chair of the Audit Committee. Dr. O'Neill is qualified to serve on the board because of his extensive experience in executive positions, his service as
a director for a broad spectrum of international companies and his financial acumen and understanding of accounting principles.

Sandra S. WijnbergMs. Wijnberg, age 56, joined our Board in March 2003. In March 2007,
Ms. Wijnberg was named Chief Administrative Officer of Aquiline Holdings LLC, a registered investment advisor. From January 2000 to April 2006, Ms. Wijnberg was the
Senior Vice President and Chief Financial Officer at Marsh & McLennan Companies, Inc., a professional services firm with insurance and reinsurance brokerage, consulting and investment
management businesses. Before joining Marsh & McLennan Companies, Inc., Ms. Wijnberg served as a Senior Vice President and Treasurer of Yum! Brands (previously Tricon Global
Restaurants, Inc.) and held various positions at PepsiCo, Inc., Morgan Stanley Group, Inc. and American Express Company. Ms. Wijnberg is a graduate of the University of
California, Los Angeles and received an M.B.A. from the University of Southern California. Ms. Wijnberg also served on the board of Tyco Electronics Ltd., a manufacturer of electronic
parts and equipment, from 2007 to 2009. Ms Wijnberg's qualifications to serve on the board

include
her significant experience as an executive in leadership positions in financial services companies and her financial acumen gained as the chief financial officer of a publicly traded company.

R. David YostMr. Yost, age 65, joined our Board in March 2009. Mr. Yost served as Director and
Chief Executive Officer of AmerisourceBergen, a comprehensive pharmaceutical services provider, from August 2001 to June 30, 2011 when he retired. He was President of AmerisourceBergen
from August 2001 to October 2002, Chairman and Chief Executive Officer of AmeriSource Health Corporation from December 2000 to August 2001, and President and Chief
Executive Officer of AmeriSource from May 1997 to December 2000. Mr. Yost also held a variety of other positions with AmeriSource Health Corporation and its predecessors
from 1974 to 1997. Mr. Yost also serves as a director of Exelis Inc., a diversified global aerospace, defense and information solutions company, Marsh & McLennan
Companies, Inc., and Bank of America. Mr. Yost is a graduate of the U.S. Air Force Academy and holds an M.B.A. from the University of California, Los Angeles. Mr. Yost's
qualifications to serve on the board include his extensive leadership and corporate governance experience gained as the chief executive and director of a large publicly traded company in the
pharmaceutical industry.

Election
of each Director requires the affirmative vote of an absolute majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or
by proxy (so long
as the number of candidates does not exceed the number of Board positions available), whereby blank votes and abstentions are included in establishing the number of votes cast. Shareholders are
entitled to one vote per share for each of the Directors to be elected.

The Board unanimously recommends that shareholders vote FOR the election of all of the nominees for Director to serve until the next Annual General
Meeting.

Our shareholders must elect a firm as statutory auditor. The statutory auditor's main task is to audit our consolidated financial
statements and parent company financial statements that are required under Swiss law. The Board has recommended that Deloitte AG (Zürich), General Guisan-Quai 38, 8002
Zürich, Switzerland, be elected as our statutory auditor for
our consolidated financial statements and the parent company financial statements of Tyco International Ltd.

Representatives
of Deloitte AG (Zürich) will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available
to answer questions at the meeting.

For
independent auditor fee information and information on our pre-approval policy of audit and non-audit services, see Proposal 4.b below. Please also see the
Audit Committee Report included in this Proxy Statement for additional information about our statutory auditors.

The
appointment of the statutory auditors requires the affirmative vote of an absolute majority of the votes cast by the holders of common shares represented at the Annual General
Meeting in person or by proxy, whereby blank votes and abstentions are included in establishing the number of votes cast.

The Audit Committee and the Board unanimously recommend a vote FOR the election of Deloitte AG (Zürich) as the Company's statutory auditor until
our next annual ordinary general meeting.

The Audit Committee of the Board of Directors recommends that shareholders ratify the appointment of Deloitte &
Touche LLP (United States), Two World Financial Center, New York, NY 10281-1414, an affiliate of Deloitte AG (Zürich), as Tyco's independent registered public
accounting firm for purposes of United States securities law reporting for the year ending September 27, 2013.

The
Audit Committee is responsible for the annual retention of our independent registered public accounting firm, subject to shareholder approval at the Annual General Meeting. The Audit
Committee is directly responsible for the appointment, compensation, oversight and evaluation of performance of the work of the external auditors. The Audit Committee has recommended the ratification
of Deloitte & Touche LLP as the Company's independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 27,
2013.

Representatives
of Deloitte & Touche LLP are expected to be at the Annual General Meeting and they will be available to respond to appropriate questions.

Audit and Non-Audit Fees

Aggregate fees for professional services rendered to Tyco by Deloitte AG (Zürich) and Deloitte &
Touche LLP (collectively "Deloitte") as of and for the fiscal years ended September 28, 2012 and September 30, 2011 are set forth below. The aggregate fees included are fees
billed or reasonably expected to be billed for the applicable fiscal year.

Audit Fees for the fiscal years ended September 28, 2012 and September 30, 2011 were for professional services rendered for
the integrated audits of our consolidated financial statements and internal controls over financial reporting, quarterly reviews of the condensed consolidated financial statements included in Tyco's
Quarterly Reports on Form 10-Q, statutory audits, consents, comfort letters, international filings and other assistance required to complete the year-end audit of the
consolidated financial statements. Approximately $630,000 of statutory audit fees that were approved during fiscal 2012 related to Tyco Flow Control entities are excluded from these amounts as all or
a portion of these fees are for the account of Pentair.

Audit-Related Fees for the fiscal years ended September 28, 2012 were primarily related to services rendered in connection with the
Company's spin-offs of ADT and Tyco Flow Control (and subsequent combination of Tyco Flow Control and Pentair, Inc.), including audits of carve-out financial statements
for ADT and Tyco Flow Control. Fees for the fiscal year
ended September 30, 2011 were primarily related to services rendered in connection with the Company's sale of a majority interest in its Electrical and Metal Products business, its acquisition
of Signature Security, and for compliance with regulatory requirements.

Tax Fees as of the fiscal years ended September 28, 2012 and September 30, 2011 were for tax compliance services.

None
of the services described above were approved by the Audit Committee under the de minimus exception provided by Rule 2-01(c)(7)(i)(C) under
Regulation S-X.

In March 2004, the Audit Committee adopted a pre-approval policy that provides guidelines for the audit,
audit-related, tax and other permissible non-audit services that may be provided by the independent auditors. The policy identifies the guiding principles that must be considered by the
Audit Committee in approving services to ensure that the auditors' independence is not impaired. The policy provides that the Corporate Controller will support the Audit Committee by providing a list
of proposed services to the Committee, monitoring the services and fees pre-approved by the Committee, providing periodic reports to the Audit Committee with respect to
pre-approved services, and ensuring compliance with the policy.

Under
the policy, the Audit Committee annually pre-approves the audit fee and terms of the engagement, as set forth in the engagement letter. This approval includes approval
of a specified list of audit, audit-related and tax services. Any service not included in the specified list of services must be submitted to the Audit Committee for pre-approval. No
service may extend for more than 12 months, unless the Audit Committee specifically provides for a different period. The independent auditor may not begin work on any engagement without
confirmation of Audit Committee pre-approval from the Corporate Controller or his or her delegate.

In
accordance with the policy, the Chair of the Audit Committee has been delegated the authority by the Committee to pre-approve the engagement of the independent auditors
for a specific service when the entire Committee is unable to do so. All such pre-approvals must be reported to the Audit Committee at the next Committee meeting.

Please
see the Audit Committee Report included in this proxy statement for additional information about Deloitte & Touche LLP. The appointment of the independent registered
public accounting firm
requires the affirmative vote of an absolute majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby blank votes and
abstentions are included in establishing the number of votes cast.

The Audit Committee and the Board unanimously recommend that shareholders vote FOR the ratification of Deloitte & Touche LLP as our Independent
Registered Public Accounting Firm.

Under Swiss law, special reports by an auditor are required in connection with certain corporate transactions, including certain types
of increases or decreases in share capital. Because of the auditor independence requirements under U.S. Federal securities laws, we do not believe Deloitte AG (Zürich) can act as our
special auditing firm with respect to certain types of corporate transactions.

Our
Board of Directors has recommended that the election of PricewaterhouseCoopers AG (Zürich) Birchstrasse 160, CH-8050 Zürich, Switzerland as
special auditing firm until our next annual general meeting be submitted for consideration at the 2013 Annual General Meeting.

The
appointment of the special auditors requires the affirmative vote of an absolute majority of the votes cast by the holders of common shares represented at the Annual General Meeting
in person or by proxy, whereby blank votes and abstentions are included in establishing the number of votes cast.

The Audit Committee and the Board unanimously recommend that shareholders vote FOR the appointment of PricewaterhouseCoopers AG (Zürich) as the
Company's special auditing firm until our next annual general meeting.

PROPOSAL NUMBER FIVEALLOCATION OF FISCAL YEAR 2012 RESULTS AND
APPROVAL OF ORDINARY DIVIDEND

Proposal 5(a)Allocation of Fiscal Year 2012 Results

The Board of Directors proposes that the Company's net income as shown below be used to reduce the Company's allocated deficit in its
statutory accounts. The Company's net income for fiscal 2012 increases total shareholders' equity in the Company's statutory accounts. The proposed corresponding reduction of accumulated
deficit does not have an impact on net equity. The Company's net income in its standalone statutory accounts for fiscal 2012 is derived primarily from intercompany transactions in
fiscal 2012, and is separate from the Company's net income
reported in its consolidated financial statements presented in accordance with U.S. generally accepted accounting principles. The following table shows the appropriation of net income in Swiss francs
and U.S. dollars (converted from Swiss francs as of September 28, 2012) as proposed by the Board:

Swiss francs

U.S. dollars

Accumulated deficit, beginning of period

CHF

(27,086,849,774

)

$

(28,850,203,694

)

Net income

CHF

6,683,238,401

$

7,118,317,221

Accumulated deficit, carried forward

CHF

(20,403,611,373

)

$

(21,731,886,473

)

The Board of Directors proposes that the Company's net income of CHF 6,683,238,401 be used to reduce the accumulated deficit in accordance
with the table above. Under Swiss law, the allocation of the Company's balance sheet results is customarily submitted to shareholders for resolution at each annual general meeting.

The
allocation of fiscal 2012 results requires the affirmative vote of a relative majority of the votes cast by the holders of common shares represented at the Annual General
Meeting in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the number of votes cast.

The Board unanimously recommends that shareholders vote FOR using the Company's net income to reduce the accumulated deficit.

Proposal 5(b)Approval of an Ordinary Cash Dividend

The Board of Directors proposes that ordinary cash dividend in the amount of $0.64 per share be made out of the Company's "contributed
surplus" equity position in its statutory accounts. Payment of the dividend will be made in four equal quarterly installments of $0.16
in May 2013, August 2013, November 2013 and February 2014 at such times and with such record dates as shall be determined by our Board of Directors. Dividend payments shall be
made with respect to the outstanding share capital of the Company on the record date for the applicable dividend payment, which amount excludes any shares held by the Company or any of its
subsidiaries. The deduction to Tyco's contributed surplus in its statutory accounts, which is required to be made in Swiss francs, shall be determined based on the aggregate amount of the dividend and
shall be calculated based on the USD / CHF exchange rate in effect on the date of the Annual General Meeting. The U.S. dollar amount of the dividend shall be capped at an amount such that the
aggregate reduction to the Company's contributed surplus shall not exceed CHF 600 million (or approximately $1.40 per share based on the USD / CHF exchange rate of CHF 0.92 per
$1.00 in effect on January 7, 2013). To the extent that a dividend payment would exceed the cap, the U.S. dollar per share amount of the current or future dividends shall be reduced on a pro
rata basis so that the aggregate amount of all dividends paid does not exceed the cap. In addition, the aggregate reduction in contributed surplus shall be increased for any shares issued, and
decreased for any shares acquired, after the Annual General Meeting and before the record date for the applicable dividend installment payment. The Board's proposal is accompanied by a report by the
auditor,

Deloitte
AG (Zürich), as state supervised auditing enterprise, who will be present at the meeting. The auditor's report states that the proposed dividend complies with Swiss law.

The
approval of an ordinary cash dividend requires the affirmative vote of a relative majority of the votes cast by the holders of common shares represented at the Annual General Meeting
in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the number of votes cast.

The Board unanimously recommends that shareholders vote FOR the approval of the payment of an ordinary cash dividend.

The Board recognizes that providing stockholders with an advisory vote on executive compensation can produce useful information on
investor sentiment with regard to the Company's executive compensation programs. As a result, this proposal provides shareholders with the opportunity to cast an advisory (consultative) vote on the
compensation of our executive management team, as described in the section of this Proxy Statement entitled "Executive Compensation Report," and endorse or not endorse our fiscal 2012 executive
compensation philosophy, programs and policies and the compensation paid to the Named Executive Officers.

In
considering their vote, shareholders should review with care the information regarding the structure of our executive compensation programs, the executive compensation philosophy, and
the decisions made during fiscal 2012 by the Compensation Committee, in particular as they relate to the new management team following the spin-offs of the Company's North American
residential and small business and flow control businesses at the end of the fiscal year (the "Separation"). Shareholders should note that the compensation paid to our executives continues to reflect
our commitment to pay for performance. For our CEO, over 85% of targeted direct pay continues to be in the form of at-risk performance-based compensation. In addition, following the
Separation, we continue to maintain a strong compensation governance framework overseen by an independent Compensation Committee.

The
advisory (consultative) vote on the Executive Officer Compensation Report is non-binding, meaning that our Board will not be obligated to take any compensation actions,
or to adjust our executive compensation programs or policies, as a result of the vote. Notwithstanding the advisory nature of the vote, the resolution will be considered passed with the affirmative
vote of a relative majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby abstentions, broker non-votes, blank
and invalid votes are disregarded in establishing the number of votes cast.

Although
the vote is non-binding, our Board and the Compensation Committee will review the voting results. To the extent there is a significant negative vote, we would
communicate directly with shareholders to better understand the concerns that influenced the vote. The Board and the Compensation Committee would consider constructive feedback obtained through this
process in making future decisions about executive compensation programs.

The Board unanimously recommends that shareholders support this proposal and vote FOR the following resolution:

"RESOLVED, that shareholders approve, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Executive Compensation
Report of this Proxy Statement."

The Company is seeking shareholder approval to amend Article 4 paragraph 1 of its Articles of Association to extend the
timeline for the authorized share capital by two years. Pursuant to Swiss law, an authorization by shareholders to allow the Board to issue additional shares expires after two years and is limited to
a maximum of 50% of the issued share capital. Shareholders last authorized the Board to issue additional share capital at the Company's annual general meeting in March 2011. A renewal of the
two year authorization requires a shareholder vote and a corresponding amendment to the Articles of Association. In order to provide the Board with the flexibility permitted by Swiss law, the Board
proposes to renew its authorization to issue additional share capital to March 6, 2015 and to amend the Articles of Association as follows:

current version

proposed version (if approved, Proposal 8 would further amend this Article).

Article 4: Authorized Share Capital

Article 4: Authorized Share Capital

(1)

The Board of Directors is authorized to increase the share capital, in one or several Steps until 9 March 2013, by a maximum amount of CHF 1'628'100'000.00 by issuing a maximum of 243'000'000 fully paid up
Shares with a par value of CHF 6.70 each. An increase of the share capital (i) by means of an offering underwritten by a financial institution, a syndicate or financial institutions or another third party or third parties, followed by an
offer to the then-existing shareholders of the Company and (ii) in partial amounts shall be permissible.

(1)

The Board of Directors is authorized to increase the share capital, in one or several Steps until 6 March 2015, by a maximum amount of CHF 1'628'100'000.00 by issuing a maximum of 243'000'000 fully paid up
Shares with a par value of CHF 6.70 each. An increase of the share capital (i) by means of an offering underwritten by a financial institution, a syndicate or financial institutions or another third party or third parties, followed by an
offer to the then-existing shareholders of the Company and (ii) in partial amounts shall be permissible.

The
renewal of authorized share capital and the corresponding amendment to the Articles of Association require the affirmative vote of two-thirds of the votes
represented (in person or by proxy) whereby abstentions, broker non-votes, blank and invalid votes are included in establishing the number of votes represented at the Annual General
Meeting

The Board unanimously recommends that shareholders vote FOR the approval to renew the authorized share capital through March 6, 2015 and to amend the
Articles of Association accordingly.

The Board proposes to reduce the Company's registered share capital by CHF 6.20 per share, which would reduce the aggregate
registered share capital of the Company from CHF 3,258,632,435 to CHF 243,181,525, and correspondingly increase the Company's contributed surplus by CHF 3,015,450,910. The purpose
of reducing registered share capital and increasing contributed surplus by a corresponding amount is to provide the Company with more flexibility in making distributions to shareholders. Under Swiss
law, a Swiss corporation may pay dividends only if the corporation has sufficient distributable profits from previous fiscal years, or if the corporation has distributable reserves, each as evidenced
by its audited statutory balance sheet. Payments may be made out of registered share capitalthe aggregate par value of a company's registered sharesonly by way of a capital
reduction. Like a distribution out of contributed surplus, a capital reduction would require shareholder approval. However, a capital reduction also requires notice to creditors, which would
effectively delay the implementation of a capital reduction for a minimum of two months. In addition, if we needed to raise common equity capital at a time when the trading price of our shares is
below the par value of the
shares, we would need to initiate a capital decrease at that stage which would in effect require us to obtain shareholder approval to complete the transaction. Obtaining shareholder approval would
require filing a preliminary proxy statement with the SEC and convening a meeting of shareholders, which would delay any capital raising plans at a time when speed to market could be critical. As a
result of the spin-offs of ADT and Tyco Flow Control, the trading price of our shares has been significantly lowered, while the par value of our shares has remained constant. As a result,
the Board proposes to reduce the par value of each of our shares by CHF 6.20 to CHF 0.50 per share and allocate corresponding amounts to contributed surplus.

The
Board's proposal is conditioned on the receipt of a report provided by the auditor, Pricewaterhouse Coopers AG, as state supervised auditing enterprise in accordance with
Article 732 paragraph 2 of the Swiss Code of Obligations, who will be present at the meeting. The auditor's report is expected to state that claims by creditors are fully covered
notwithstanding the reduction of share capital pursuant to this proposal and is available for inspection by the shareholders at our registered seat no later than 20 days prior to the Annual
General Meeting.

The
reduction of share capital will only be accomplished after publication of the notice to creditors in accordance with Article 733 of the Swiss Code of Obligations. Such notice
to creditors will be published after the Annual General Meeting in the Swiss Commercial Gazette. Creditors may file claims and demand payment or security within two months of the date of the third and
last publication. The share capital may only be reduced once the two-month period for filing claims has expired and all claims filed have been satisfied or secured. In addition, the
reduction can only be registered in the Commercial Register once it has been determined in a notarized document stating that all above requirements have been fulfilled.

Accordingly
the Board of Director proposes:

(1)

The
reduce the share capital of the Company from CHF 3,258,632,435 by CHF 3,015,450,910 to CHF 243,181,525 by reducing the par value of
each share from CHF 6.70 to CHF 0.50 per share and allocate CHF 3,015,450,910 to capital surplus;

(2)

To
declare, as a result of the audit report prepared in accordance with article 732 paragraph 2 of the Swiss Code of Obligations, that the
claims by the creditors are fully covered notwithstanding the above reduction of the share capital;

(3)

To
amend Article 3 paragraph 1, Article 4 paragraph 1, Article 5 paragraph 1 and Article 6
paragraph 1 of the Articles of Association of the Company on completion of the capital reduction as follows:

current version

proposed version

Article 3: Share Capital

Article 3: Share Capital

(1)

The share capital of the Company amounts to CHF 3'258'632'435.00 and is divided into 486'363'050 registered shares with a nominal value of CHF 6.70 per share. The share capital is fully paid-in.

(1)

The share capital of the Company amounts to CHF 243'181'525.00 and is divided into 486'363'050 registered shares with a nominal value of CHF 0.50 per share. The share capital is fully paid-in.

The Board of Directors is authorized to increase the share capital, in on one or several Steps until 9 March 2013, by a maximum amount of CHF 1'628'100'000.00 by issuing a maximum of 243'000'000 fully paid
up Shares with a par value of CHF 6.70 each. An increase of the share capital (i) by means of an offering underwritten by a financial institution, a syndicate or financial institutions or another third party or third parties, followed by an
offer to the then-existing shareholders of the Company and (ii) in partial amounts shall be permissible.

(1)

The Board of Directors is authorized to increase the share capital, in on one or several Steps until 6 March 2015, by a maximum amount of CHF 121'500'000.00 by issuing a maximum of 243'000'000 fully paid up
Shares with a par value of CHF 0.50 each. An increase of the share capital (i) by means of an offering underwritten by a financial institution, a syndicate or financial institutions or another third party or third parties, followed by an
offer to the then-existing shareholders of the Company and (ii) in partial amounts shall be permissible.

The share capital of the Company shall be increased by an amount not exceeding CHF 321'127'717.00 through the issue of a maximum of 47,929,510 registered shares, payable in full, each with a nominal value of
CHF 6.70 through the exercise of conversion and/or option or warrant rights granted in connection with bonds, notes or similar instruments, issued or to be issued by the Company or by subsidiaries of the Company, including convertible debt
instruments.

(1)

The share capital of the Company shall be increased by an amount not exceeding CHF 23'964'755.00 through the issue of a maximum of 47,929,510 registered shares, payable in full, each with a nominal value of
CHF 0.50 through the exercise of conversion and/or option or warrant rights granted in connection with bonds, notes or similar instruments, issued or to be issued by the Company or by subsidiaries of the Company, including convertible debt
instruments.

The share capital of the Company shall be increased by an amount not exceeding CHF 321'127'717.00 through the issue of a maximum of 47,929,510 registered shares, payable in full, each with a nominal value of
CHF 6.70, in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any consultant, members of the Board of Directors, or other person providing services to the Company or a
subsidiary.

(1)

The share capital of the Company shall be increased by an amount not exceeding CHF 23'964'755.00 through the issue of a maximum of 47,929,510 registered shares, payable in full, each with a nominal value of
CHF 0.50, in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any consultant, members of the Board of Directors, or other person providing services to the Company or a
subsidiary.

The
reduction of the registered share capital and the corresponding amendment to the Articles of Association require the affirmative vote of a relative majority of the votes cast by the
holders of common shares represented at the Annual General Meeting in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the
number of votes cast.

The Board unanimously recommends that shareholders vote FOR the reduction of registered share capital and to amend the Articles of Association
accordingly.

Our corporate governance principles are embodied in a formal document that has been approved by Tyco's Board of Directors (the
"Board"). It is posted on our website at www.tyco.com under the heading "AboutBoard of Directors." We will also provide a copy of the
corporate governance principles to shareholders upon request.

Vision and Values of Our Board

Tyco's Board is responsible for directing and overseeing the management of Tyco's business in the best interests of the shareholders
and consistent with good corporate citizenship. In carrying out its responsibilities, the Board selects and monitors top management, provides oversight for financial reporting and legal compliance,
determines Tyco's governance principles and implements its governance policies. The Board, together with management, is responsible for establishing Tyco's values and code of conduct and for setting
strategic direction and priorities.

While
Tyco's strategy evolves in response to changing market conditions, Tyco's vision and values are enduring. Our governance principles, along with our vision and values, constitute
the foundation upon which Tyco's governance policies are built. Our vision, values and principles are discussed below.

Tyco
believes that good governance requires not only an effective set of specific practices but also a culture of responsibility throughout the firm, and governance at Tyco is intended
to optimize both. Tyco also believes that good governance ultimately depends on the quality of its leadership, and it is committed to recruiting and retaining Directors and officers of proven
leadership ability and personal integrity.

Tyco Vision: Why We Exist and the Essence of Our Business

Tyco is dedicated to advancing fire safety and security by finding innovative ways to save lives, improve businesses and protect people
where they live and work. Our aim is to be our customers' first choice in every market we serve by exceeding commitments, providing new technology solutions, leveraging our diverse brands, driving
operational excellence, and committing to the highest standards of business practicesall of which will drive Tyco's long-term growth, value, and success.

Tyco Values: How We Seek to Conduct Ourselves

Integrity: We demand of each other and ourselves the highest standards of individual and corporate integrity. We safeguard
Company assets. We foster
an environment of trust with our co-workers, customers, communities and suppliers. We comply with all Company policies and laws, and create an environment of transparency in which all
reporting requirements are met.

Excellence: We continually challenge each other to improve our products, our processes and ourselves. We strive always to
understand our customers'
businesses and help them achieve their goals. We serve our customers not only by responding to their needs, but also anticipating them. We are dedicated to diversity, fair treatment, mutual respect
and trust. We aspire to produce our products and serve our customers with zero harm to people and the environment.

Teamwork: We foster an environment that encourages innovation, creativity and results through teamwork. We practice leadership
that teaches, inspires
and promotes full participation and career development. We encourage open and effective communication and interaction across Tyco, and actively work together to keep each other safe.

Accountability: We honor and hold ourselves accountable for the commitments we make, and take personal responsibility for all
actions and results. We
create an operating discipline of continuous improvement that is an integral part of our culture.

Tyco Goals: What We Seek to Achieve

Governance: Adhere to the best standards of corporate governance for Tyco by establishing processes and practices that promote
and ensure integrity,
compliance and accountability.

Mission of the Board of Directors: What the Board Intends to Accomplish

The mission of Tyco's Board is to promote the long-term value and health of Tyco in the interests of the shareholders and
set an ethical "tone at the top." To this end, the Board provides management with strategic guidance, and also ensures that management adopts and implements procedures designed to promote both legal
compliance and the highest standards of honesty, integrity and ethics throughout the organization.

Governance Principles: How the Board Oversees the Company

Active Board: The Directors are well informed about Tyco and vigorous in their oversight of management.

Company Leadership: The Directors, together with senior management, set Tyco's strategic direction, review financial objectives,
and establish the
ethical tone for the management and leadership of Tyco.

Compliance with Laws and Ethics: The Directors ensure that procedures and practices are in place designed to prevent and
identify illegal or
unethical conduct and to permit appropriate and timely redress should such conduct occur.

Inform and Listen to Investors and Regulators: The Directors take steps to see that management discloses appropriate information
fairly, fully,
timely and accurately to investors and regulators, and that Tyco maintains a two-way communication channel with its investors and regulators.

Continuous Improvement: The Directors remain abreast of new developments in corporate governance and they implement new
procedures and practices as
they deem appropriate.

advising management on significant decisions and reviewing and approving major transactions;



identifying and recommending Director candidates for election by shareholders;



appraising the Company's major risks and overseeing that appropriate risk management and control procedures are in place;



selecting, monitoring, evaluating, compensating and, if necessary, replacing the Chief Executive Officer and other senior
executives, and seeing that organizational development and succession plans are maintained for these executive positions;



determining the Chief Executive Officer's compensation, and approving the compensation of senior officers;



overseeing that procedures are in place designed to promote compliance with laws and regulations;



overseeing that procedures are in place designed to promote integrity and candor in the audit of the Company's financial
statements and operations, and in all financial reporting and disclosure;



designing and assessing the effectiveness of its own governance practices and procedures as well as Board and committee
performance; and



periodically monitoring and reviewing shareholder communication.

Board Leadership

The business of Tyco is managed under the direction of Tyco's Board, in the interest of the shareholders. The Board delegates its
authority to senior management for managing
the everyday affairs of Tyco. The Board requires that senior management review major actions and initiatives with the Board prior to implementation.

Upon
completion of the spin-offs of ADT and Tyco Flow Control, Mr. Breen stepped down from his position as Chief Executive Officer, and continued in his role as
Chairman of the Board. During Mr. Breen's tenure as Chief Executive Officer, the positions of Chairman and Chief Executive Officer were combined because the Board believed that having
Mr. Breen act as both Chairman and Chief Executive Officer benefitted Tyco in significant ways, in particular by facilitating efficient and effective board deliberations. Mr. Breen was
in a unique position to blend the perspective of both the Board and management and ensure that appropriate matters were presented to the Board. Mr. Breen's long tenure with Tyco and his deep
knowledge of Tyco's day-to-day operations and the principal issues and risks facing Tyco enabled him to focus the Board's deliberations on those matters that were most critical
to Tyco.

Upon
completion of the spin-offs, Mr. Oliver has assumed the Chief Executive Officer position and Mr. Brian Duperreault has become the lead Director. The Board
believes that separating the positions of Chairman and Chief Executive Officer at this time is most appropriate for Tyco. To meet their responsibilities of overseeing management and setting strategic
direction, as well as fostering the long-term value of the Company, among other responsibilities, directors are required to spend time and

energy
in successfully navigating a wide variety of issues and guiding the policies and practices of the companies they oversee. To that end, the Board believes that having a separate
non-executive Chairman who is responsible, along with the lead Director, for leading the Board will allow Mr. Oliver, as Chief Executive Officer, to focus his time and energy on
running the day-to-day operations of the Company, while providing the Board with a degree of continuity of leadership. Further, Mr. Breen and Mr. Oliver have an
open and constructive working relationship that the Board believes will allow Mr. Breen to continue to provide wise counsel and ask the tough questions capable of ensuring that the interests of
shareholders are being properly served.

Following
the spin-offs, Tyco continues to have a strong governance structure, which includes:



a designated lead independent Director with a well-defined role (Mr. Brian Duperreault, who has been a
member of Tyco's Nominating and Governance Committee for the past five years);



a Board entirely composed of independent members, with the exception of Mr. Breen and Mr. Oliver;



annual election of directors by a majority of votes represented at the annual general meeting of shareholders;



committees that are entirely composed of independent Directors; and



established governance and ethics guidelines.

The
lead Director acts as an intermediary between the Board and senior management. Among other things, the lead director is responsible, along with the Chairman, for setting the agenda
for Board meetings with Board and management input, facilitating communication among Directors and between the Board and the Chief Executive Officer, and working with the Chief Executive Officer to
provide an appropriate information flow to the Board. The lead Director is responsible for calling and chairing executive sessions of the independent Directors. The lead director and the Chairman are
expected to foster a cohesive Board that cooperates with the Chief Executive Officer towards the ultimate goal of creating shareholder value.

Board Oversight of Risk

The Board's role in risk oversight at Tyco is consistent with Tyco's leadership structure, with management having
day-to-day responsibility for assessing and managing Tyco's risk exposure and the Board and its committees providing oversight in connection with those efforts, with particular
focus on the most significant risks facing Tyco. The Board performs its risk oversight role in several ways. Board meetings regularly include strategic overviews by the Chief Executive Officer of Tyco
that describe the most significant issues, including risks, affecting Tyco. In addition, the Board is regularly provided with business updates from the leader of each of Tyco's reporting segments, and
updates from the General Counsel. The Board reviews the risks associated with Tyco's financial forecasts, business plan and operations. These risks are identified and managed in connection with Tyco's
robust enterprise risk management ("ERM") process. The Company's ERM process provides the enterprise with a common framework and terminology to ensure
consistency in identification, reporting and management of key risks. The Company's ERM includes a formal process to identify and document the key risks to Tyco perceived by a variety of stakeholders
in the enterprise, and is presented to the Board at least annually. In addition, as part of the ERM process, members of the Board perform site visits to Company operational sites. The lead Director
and management determine the appropriate operational site and the timing of the enterprise risk assessment meeting.

The
Board has delegated to each of its committees responsibility for the oversight of specific risks that fall within the committee's areas of responsibility. For
example:



The Audit Committee reviews and discusses with management the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures;



The Compensation and Human Resources Committee reviews and discusses with management the extent to which the Company's
compensation policies and practices create or mitigate risks for the Company; and



The Nominating and Governance Committee reviews and discusses with management the implementation and effectiveness of the
Company's corporate governance policies, oversees the ERM process and is deeply involved in key management succession planning.

Board Capabilities

The Tyco Board as a whole is strong in its diversity, vision, strategy and business judgment. It possesses a robust collective
knowledge of management and leadership, business operations, crisis management, risk assessment, industry knowledge, accounting and finance, corporate governance and global markets.

The
culture of the Board is such that it can operate swiftly and effectively in making key decisions and facing major challenges. Board meetings are conducted in an environment of trust,
open dialogue and mutual respect that encourages constructive commentary. The Board strives to be informed, proactive and vigilant in its oversight of Tyco and protection of shareholder assets.

Board Committees

To conduct its business the Board maintains three standing committees: Audit, Compensation and Human Resources (the "Compensation
Committee"), and Nominating and Governance, and they are each entirely composed of independent Directors. Assignments to, and chairs of, the Audit and Compensation Committees are recommended by the
Nominating and Governance Committee and selected by the Board. The independent Directors as a group elect the members and the chair of the Nominating and Governance committee. All committees report on
their activities to the Board.

The
lead Director may convene "special committees" to review material matters being considered by the Board. Special committees report their activities to the Board.

To
ensure effective discussion and decision making while at the same time having a sufficient number of independent Directors for its three committees, the Board is normally constituted
of between ten and thirteen Directors. The number of Directors is set forth in Tyco's Articles of Association.

The
Nominating and Governance Committee reviews the Board's governance guidelines annually and recommends appropriate changes to the Board.

Board Meetings

The Board meets at least five times annually, and additional meetings may be called in accordance with Tyco's articles of association
and organizational regulations. Frequent board meetings are critical not only for timely decisions but also for Directors to be well informed about Tyco's operations and issues. One of these meetings
will be scheduled in conjunction with Tyco's annual general meeting of shareholders and Board members are required to be in attendance at the annual general meeting of shareholders either in person or
by telephone. The lead Director and the
Chairman of the Board, in consultation with the Chief Executive Officer, are responsible for setting meeting agendas with input from the other Directors.

Committee
meetings are normally held in conjunction with Board meetings. Major committee decisions are reviewed and approved by the Board. The Board chair and committee chairs are
responsible for conducting meetings and informal consultations in a fashion that encourages informed, meaningful and probing deliberations. Presentations at Board meetings are concise and focused, and
they include adequate time for discussion and decision-making. An executive session of independent Directors, chaired by the lead Director, is held at least annually, and in practice at most Board
meetings.

Directors
receive the agenda and materials for regularly scheduled meetings in advance. Best efforts are made to make materials available as soon as one week in advance, but no later
than three days in advance. When practical, the same applies to special meetings of the Board. Directors may ask for additional information from, or meetings with, senior managers at any time.

Strategic
planning and succession planning sessions are held annually at a regular Board meeting. The succession planning meeting focuses on the development and succession of not only
the chief executive but also the other senior executives.

The
Board's intent is for Directors to attend all regularly scheduled Board and committee meetings. Directors are expected to use their best efforts to attend regularly scheduled Board
and committee meetings in person. All independent Board members are welcome to attend any committee meeting.

Board and Committee Calendars

A calendar of agenda items for the regularly scheduled Board meetings and all regularly scheduled committee meetings is prepared
annually by the Chairman of the Board in consultation with the lead Director, committee chairs, and all interested Directors.

Board Communication

Management speaks on behalf of Tyco, and the Board normally communicates through management with outside parties, including Tyco
shareholders, business journalists, analysts, rating agencies and government regulators. The Board has established a process for interested parties to communicate with members of the Board, including
the lead Director. If you have any concern, question or complaint regarding our compliance with any policy or law, or would otherwise like to contact the Board, you can reach the Tyco Board of
Directors via email at directors@tyco.com. Shareholders, customers, vendors, suppliers and employees can also raise concerns at https://www.vitaltycoconcerns.com. Inquiries can be submitted anonymously and confidentially.

All
inquiries are received and reviewed by the Office of the Ombudsman. A report summarizing all items received resulting in cases is prepared for the Audit Committee of the Board. The
Office of the Ombudsman directs cases to the applicable department (such as customer service, human resources or in the case of accounting or control issues, forensic audit) and follows up with the
assigned case owner to ensure that the cases are responded to in a timely manner. The Board also reviews non-trivial shareholder communications received by management through the Corporate
Secretary's Office or Investor Relations.

Board Advisors

The Board and its committees (consistent with the provisions of their respective charters) may retain their own advisors, at the
expense of Tyco, as they deem necessary in order to carry out their responsibilities.

The Nominating and Governance Committee coordinates an annual evaluation process by the Directors of the Board's performance and
procedures, as well as that of each
committee. This evaluation leads to a full Board discussion of the results. In connection with the evaluation process:



the lead Director informally consults with each of the Directors;



the qualifications and performance of all Board members are reviewed in connection with their re-nomination to
the Board;



the Nominating and Governance Committee, the Audit Committee and the Compensation Committee each conduct an annual
self-evaluation of their performance and procedures, including the adequacy of their charters, and report those results to the Board.

Board Compensation and Stock Ownership

The Compensation Committee, in collaboration with the Nominating and Governance Committee, periodically reviews the Directors'
compensation and recommends changes in the level and mix of compensation to the full Board. See the Executive Compensation Report for a detailed discussion of the Compensation Committee's role in
determining executive compensation.

To
help align Board and shareholder interests, Directors are encouraged to own Tyco common stock or its equivalent. During fiscal year 2011, the Board approved an increase in the
ownership multiple from three times their annual cash retainer to five times the retainer. Directors are expected to attain this minimum stock ownership guideline within five years of joining the
Board. Once a Director satisfies the minimum stock ownership recommendation, the Director will remain qualified, regardless of market fluctuations, under the guideline as long as the Director does not
sell any stock. All but two of our current Directors have met the minimum amount of five times the annual retainer. Both Mr. Daniels and Mr. Drendel joined the Board within the past five
years and each of them is expected to reach the minimum stock ownership level within the recommended time period. Mr. Oliver receives no additional compensation for service as a Director.

Director Independence

To maintain its objective oversight of management, the Board consists of a substantial majority of independent Directors. Directors
meet stringent definitions of independence and for those Directors that meet this definition, the Board will make an affirmative determination that a Director is independent. Independent
Directors:



are not former officers or employees of Tyco or its subsidiaries or affiliates, nor have they served in that capacity
within the last five years;



have no current or prior material relationships with Tyco aside from their Directorship that could affect their judgment;



have not worked for, nor have any immediate family members that have worked for, been retained by, or received anything of
substantial value from Tyco aside from his or her compensation as a Director;



have no immediate family member who is an officer of Tyco or its subsidiaries or who has any current or past material
relationship with Tyco;



do not work for, nor does any immediate family member work for, consult with, or otherwise provide services to, another
publicly traded company on whose Board of Directors the Tyco Chief Executive Officer or other member of senior management serves;

do not serve as, nor does any immediate family member serve as, an executive officer of any entity with respect to which
Tyco's annual sales to, or purchases from, exceed 1% of either entity's annual revenues for the prior fiscal year;



do not serve, nor does any immediate family member serve, on either the Board of Directors or the compensation committee
of any corporation that employs either a nominee for Director or a member of the immediate family of any nominee for Director; and



do not serve, nor does any immediate family member serve, as a director, trustee, executive officer or similar position of
a charitable or non-profit organization with respect to which Tyco or its subsidiaries made charitable contributions or payments in excess of 1% of such organization's charitable receipts
in the last fiscal year. In addition, a Director is not independent if he or she serves as a director, trustee, executive officer or similar position of a charitable organization if Tyco made payments
to such charitable organization in an amount that exceeds 1% of Tyco's total annual charitable contributions made during the last fiscal year.

The
Board has determined that all of the Director nominees, with the exception of Mr. Oliver and Mr. Breen, meet these standards and are therefore independent of the
Company. The independent Director nominees are Michael E. Daniels, Frank M. Drendel, Brian Duperreault, Rajiv L. Gupta, John A. Krol, Brendan R. O'Neill,
Sandra S. Wijnberg and R. David Yost.

Director Service

Directors are elected by an affirmative vote of an absolute majority of the votes represented (in person or by proxy) by shareholders
at the annual general meeting of
shareholders. They serve for one-year terms (except in instances where a director is elected during a special meeting), ending on the next succeeding annual general meeting. Each Director
must tender his or her resignation from the Board at the annual general meeting of shareholders following his or her 72nd birthday. The Board may, in its discretion, waive this limit in special
circumstances, as it has done for Mr. Krol, whom the Nominating and Governance Committee has nominated to serve an additional term in light of his extensive business experience and knowledge.
Any nominee for Director who does not receive a majority of votes represented from the shareholders is not elected to the Board.

The
Nominating and Governance Committee is responsible for the review of all Directors, and where necessary will take action to recommend to shareholders the removal of a Director for
performance, which requires the affirmative vote of a majority of the votes present (in person or by proxy) at a duly called shareholder meeting.

Directors
are expected to inform the Nominating and Governance Committee of any significant change in their employment or professional responsibilities and are required to offer their
resignation to the Board in the event of such a change. This allows for discussion with the Nominating and Governance Committee to determine if it is in the mutual interest of both parties for the
Director to continue on the Board.

The
guideline is for committee chairs and the lead Director to:



serve in their respective roles five years, and



to rotate at the time of the Annual General Meeting following the completion of their fifth year of service.

The
Board may choose to override these guiding principles in special circumstances or if it otherwise believes it is appropriate to do so.

A formal orientation program is provided to new Directors by the Corporate Secretary on Tyco's mission, values, governance, compliance
and business operations. In addition, a program of continuing education is annually provided to incumbent Directors, and it includes review of the Company's Guide to Ethical Conduct. Directors are
also encouraged to take advantage of outside continuing education relating to their duties as a Director and to subscribe to appropriate publications at the Company's expense.

Other Directorships, Conflicts and Related Party Transactions

In order to provide sufficient time for informed participation in their board
responsibilities:



non-executive Directors who are employed as chief executive officer of a publicly traded company are required
to limit their external directorships of other public companies to two;



non-executive Directors who are otherwise fully employed are required to limit their external directorships of
other public companies to three; and



non-executive Directors who are not fully employed are required to limit their external directorships of other
public companies to five.

The
Board may, in its discretion, waive these limits in special circumstances. When a Director, the Chief Executive Officer or other senior managers intend to serve on another board, the
Nominating and Governance Committee is required to be notified. The Committee reviews the possibility of conflicts of interest or time constraints and must approve the officer's or Director's
appointment to the
outside board. Each Director is required to notify the chair of the Nominating and Governance Committee of any conflicts. The Chief Executive Officer may serve on no more than two other public company
boards.

The
company has a formal, written procedure intended to ensure compliance with the related party provisions in our Guide to Ethical Conduct and with our corporate governance principles.
For the purpose of the policy, a "related party transaction" is a transaction in which we participate and in which any related party has a direct or indirect material interest, other than ordinary
course, arms-length transactions of less than 1% of the revenue of the counterparty. Transactions exceeding the 1% threshold, and any transaction involving consulting, financial advisory,
legal or accounting services that could impair a Director's independence, must be approved by our Nominating and Governance Committee. Any related party transaction in which an executive officer or a
Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by a majority of disinterested directors, following appropriate
disclosure of all material aspects of the transaction.

Under
the rules of the Securities and Exchange Commission, public issuers such as Tyco must disclose certain "related person transactions." These are transactions in which Tyco is a
participant where the amount involved exceeds $120,000, and a Director, executive officer or holder of more than 5% of our common shares has a direct or indirect material interest. Although Tyco
engaged in commercial transactions in the normal course of business with companies where Tyco's Directors were employed and served as officers, none of these transactions exceeded 1% of Tyco's gross
revenues and these transactions are not considered to be related party transactions.

Guide to Ethical Conduct

We have adopted the Tyco Guide to Ethical Conduct, which applies to all employees, officers, and Directors of Tyco. The Guide to
Ethical Conduct meets the requirements of a "code of ethics" as defined by Item 406 of Regulation S-K and applies to our Chief Executive Officer, Chief Financial

Officer
and Chief Accounting Officer, as well as all other employees. The Guide to Ethical Conduct also meets the requirements of a code of business, conduct and ethics under the listing standards of
the NYSE. The Guide to Ethical Conduct is posted on our website at www.tyco.com under the heading "AboutOur People and Values." We will
also provide a copy of the Guide to Ethical
Conduct to shareholders upon request. We disclose any amendments to the Guide to Ethical Conduct, as well as any waivers for executive officers or Directors on our website at www.tyco.com under the
heading "AboutOur People and Values."

Charitable Contributions

The Board understands that its members, or their immediate family members, serve as directors, trustees, executives, advisors and in
other capacities with a host of other organizations. If Tyco directs a charitable donation to an organization in which a Tyco Director, or their immediate family member, serves as a director, trustee,
executive, advisor, or in other capacities with the organization, the Board must approve the donation. Any such donation approved by the Board will be limited to an amount that is less than 1% of that
organization's annual charitable receipts, and less than 1% of Tyco's total annual charitable contributions. In line with its matching gift policy for employees, Tyco will make an annual matching gift
of up to $10,000 for each Director to qualifying charities.

Director compensation for fiscal 2012 for non-employee directors consisted of an annual cash retainer of $100,000
and restricted stock units ("RSUs") with a grant date value of approximately $120,000 and a one-year vesting term. The lead Director received an additional $30,000 and the Chairs of the
Compensation and Audit Committees received an additional $20,000. The Chair of the Nominating and Governance Committee received an additional fee of $15,000. In addition, any member of a special
committee of the Board receives meeting fees in an amount of $1,500 per day ($750 for telephonic meetings) for each special committee meeting that he or she attends. In fiscal 2012
Messrs. Gordon, Krol, Gupta and Duperreault received special committee fees, $3,750, $3,000, $3,750 and $3,750, respectively, in connection with the spin-offs of ADT and Tyco Flow
Control and related searches to find qualified director nominees for those companies. A Director who is also an employee receives no additional remuneration for services as a Director.

Name

Fees Earned or
Paid in Cash
($)

Stock
Awards
($)(1)

All Other
Compensation
($)(2)

Total
($)

Mr. Michael E. Daniels

$

100,000

$

120,033

$

4,030

$

224,063

Mr. Frank M. Drendel

$

275





$

275

Mr. Brian Duperreault

$

103,874

$

120,033

$

14,030

$

237,937

Mr. Rajiv L. Gupta (CC)

$

123,750

$

120,033

$

14,093

$

257,876

Mr. John A. Krol

$

103,000

$

120,033

$

12,126

$

235,159

Dr. Brendan R. O'Neill (AC)

$

120,000

$

120,033

$



$

240,033

Dr. William S. Stavropoulos

$

100,000

$

120,033



$

220,033

Ms. Sandra S. Wijnberg

$

100,000

$

120,033

$

9,750

$

229,783

Mr. R. David Yost

$

100,000

$

120,033

$

14,030

$

234,063

Former Directors

Mr. Timothy Donahue

$

99,725

$

120,033

$

4,250

$

224,008

Mr. Bruce S. Gordon (L)(NC)

$

148,352

$

120,033

$

14,703

$

283,088

Mr. Dinesh Paliwal

$

99,725

$

120,033

$

14,773

$

234,531

(L)=

Lead Director

(AC)=

Audit Committee Chair

(CC)=

Compensation Committee Chair

(NC)=

Nominating and Governance Committee Chair.

(1)

This
column reflects the fair value of the entire amount of awards granted to Directors calculated in accordance with Financial Accounting
Standards Board Accounting Standards Codification (ASC) Topic 718, excluding estimated forfeitures. The fair value of RSUs is computed by multiplying the total number of shares subject to the award by
the closing market price of Tyco common stock on the date of grant. RSUs granted to Board members generally vest and the underlying units are converted to shares and delivered to Board members on the
anniversary of the grant date.

(2)

All
other compensation includes the aggregate value of all matching charitable contributions made by the Company on behalf of the Directors
during the fiscal year. The Company matches the contributions of Directors made to qualifying charities up to a maximum of $10,000 per calendar year. For Mr. Krol, the matching charitable
contributions were made in the same fiscal year, but different calendar years. In addition, all other compensation includes (i) the value of the discount on home security systems installed by
the Company in Directors' homes and discounts on security monitoring services, which did not exceed $468 for any Director in fiscal 2012, and (ii) $4,030 of food and other amenities
provided to spouses of all Directors except Messrs. Drendel, Krol, O'Neill and Stavropoulos in connection with social functions organized by the Company following a regularly scheduled
board meeting. For former directors, all other compensation includes up to $673 in director fees paid for service on the ADT board.

The table below provides fiscal year 2012 membership and meeting information for each of the Board Committees. In connection with the
spin-off of ADT, Messrs. Donahue, Gordon and Paliwal resigned from Tyco's Board. Mr. Duperreault became the independent lead Director and chairman of the Nominating and
Governance Committee, and Messrs. Gupta and O'Neill continued in their respective roles as chairmen of the Compensation and Audit Committees.

Name

Audit

Nominating &
Governance

Compensation &
Human Resources

Date Elected
to Board

Mr. Michael E. Daniels

X

03/10/2010

Mr. Timothy M. Donahue

X

03/13/2008

Mr. Brian Duperreault

X

03/25/2004

Mr. Bruce S. Gordon (L)(C)

X

01/13/2003

Mr. Rajiv L. Gupta (C)

X

03/10/2005

Mr. John A. Krol

X

08/06/2002

Dr. Brendan R. O'Neill (C)

X

03/06/2003

Mr. Dinesh Paliwal

X

03/09/2011

Dr. William S. Stavropoulos

X

03/08/2007

Ms. Sandra S. Wijnberg

X

03/06/2003

Mr. R. David Yost

X

03/12/2009

Number of Meetings During Fiscal Year 2012

9

6

12

(L) =
Lead Director

(C) =
Committee Chair

During
fiscal 2012, the full Board met 12 times. All of our Directors attended over 75% of the meetings of the Board and the committees on which they served in
fiscal 2012. The Board's governance principles provide that Board members are expected to attend each Annual General Meeting. At the 2012 Annual General Meeting, all of the current Board
members were in attendance.

Audit Committee. The Audit Committee monitors the integrity of Tyco's financial statements, the independence and qualifications of the
independent
auditors, the performance of Tyco's internal auditors and independent auditors, Tyco's compliance with legal and regulatory requirements and the effectiveness of Tyco's internal controls. The Audit
Committee is also responsible for retaining, subject to shareholder approval, evaluating, setting the remuneration of, and, if appropriate, recommending the termination of Tyco's auditors. The Audit
Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee operates under a charter approved by the Board. The
charter is posted on Tyco's website at www.tyco.com and we will provide a copy of the charter to shareholders upon request. The Audit Committee held 9
meetings during fiscal 2012. During 2012, the members of the Audit Committee were Messrs. Daniels and Paliwal and Drs. O'Neill and Stavropoulos, each of whom is independent under
NYSE listing standards and SEC rules for audit committee members. In connection with the spin-off of ADT, Mr. Paliwal resigned from the Board and the Audit Committee. He was
replaced on the Audit Committee by Mr. Frank M. Drendel, who was elected to the Board effective as of the date of Separation at the special general meeting called to approve it. In addition,
Mr. Stavropoulos transitioned from the Audit Committee to the Nominating and Governance Committee effective as of the date of Separation. Dr. O'Neill is the chair of the Audit Committee.
The Board has determined that Dr. O'Neill and Mr. Drendel are audit committee financial experts.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible for identifying individuals qualified to
become Board
members, recommending to the Board

the
Director nominees for the Annual General Meeting of shareholders, developing and recommending to the Board a set of corporate governance principles, and playing a general leadership role in Tyco's
corporate governance. In addition, the Nominating and Governance Committee oversees our environmental, health and safety management system and enterprise risk assessment activities. The Nominating and
Governance Committee operates under a charter approved by the Board. The charter is posted on Tyco's website at www.tyco.com and we will provide a copy
of the charter to shareholders upon request. The Nominating and Governance Committee held 6 meetings during fiscal 2012. The members of the Nominating and Governance Committee in
fiscal 2012 were Messrs. Krol, Gordon and Duperreault, each of whom is independent under NYSE listing standards. In addition to being lead Director, Mr. Gordon also chaired this
committee. In connection with the spin-off of ADT, Mr. Gordon resigned from the Board and his position on the Nominating and Governance Committee. Mr. Duperreault replaced
Mr. Gordon as lead Director and as chairman of the Nominating and Governance Committee. In addition, Mr. Stavropoulos transitioned from the Audit Committee to the Nominating and
Governance Committee.

Compensation and Human Resources Committee. The Compensation Committee reviews and approves compensation and benefits policies and
objectives,
determines whether Tyco's officers, Directors and employees are compensated according to these objectives, and carries out certain of the Board's responsibilities relating to the compensation of
Tyco's executives. The Compensation Committee operates under a charter approved by the Board. The charter is posted on Tyco's website at www.tyco.com and we will provide a copy of the charter to
shareholders upon request. The Compensation Committee held 12 meetings during fiscal 2012. During 2012, the members
of the Compensation Committee were Ms. Wijnberg and Messrs. Donahue, Gupta and Yost. In connection with the spin-off of ADT, Mr. Donahue resigned from the Board and
his position on the Compensation Committee. Mr. Gupta is the chair of the Compensation Committee. The Board of Directors has determined that each of the members of the Compensation Committee is
independent under NYSE listing standards. In addition, each member is a "Non-Employee" Director as defined in the Securities Exchange Act of 1934 and is an "outside director" as
defined in section 162(m) of the Internal Revenue Code. For more information regarding the Compensation Committee's roles and responsibilities, see the Executive Compensation Report.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal 2012 or as of the date of this proxy statement is or has been an
officer or employee of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed any member of the Company's Compensation Committee
or Board of Directors.

Nomination of Directors and Board Diversity

The Nominating and Governance Committee, in accordance with the Board's governance principles, seeks to create a Board that as a whole
is strong in its collective knowledge and has a diversity of skills and experience with respect to vision and strategy, management and leadership, business operations, business judgment, crisis
management, risk assessment, industry knowledge, accounting and finance, corporate governance and global markets. The Tyco Board does not have a specific policy regarding diversity. Instead, the
Nominating and Governance Committee considers the Board's overall composition when considering a potential new candidate, including whether the Board has an appropriate combination of professional
experience, skills, knowledge and variety of viewpoints and backgrounds in light of Tyco's current and expected future needs. In addition, the Nominating and Governance Committee believes that it is
desirable for new candidates to contribute to a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.

an ability to provide wise, informed and thoughtful counsel to top management on a range of issues;



a history of achievement that reflects superior standards for themselves and others;



loyalty and commitment to driving the success of the Company;



an ability to take tough positions while at the same time working as a team player;
and



individual backgrounds that provide a portfolio of experience and knowledge commensurate with the Company's needs.

The
Company also strives to have all non- employee Directors be independent. In addition to having such Directors meet the NYSE definition of independence, the Board has set
its own more rigorous standard of independence. The Committee must also ensure that the members of the Board as a group maintain the requisite qualifications under NYSE listing standards for
populating the Audit, Compensation and Nominating and Governance Committees. In addition, the Committee ensures that each member of the Compensation and Human Resources Committee is a
"Non-Employee" Director as defined in the Securities Exchange Act of 1934 and is an "outside director" as defined in section 162(m) of the Code.

As
provided in its charter, the Nominating and Governance committee will consider Director candidates recommended by shareholders. To recommend a Director candidate, a shareholder should
write to Tyco's Secretary at Tyco's current registered address: Freier Platz 10, CH-8200 Schaffhausen, Switzerland. Such recommendation must
include:



the name and address of the candidate;



a brief biographical description, including his or her occupation for at least the last five years, and a statement of the
qualifications of the candidate, taking into account the qualification requirements set forth above;



the candidate's signed consent to serve as a Director if elected and to be named in the proxy statement;
and



evidence of share ownership of the person making the recommendation.

The
recommendation must also include documentary evidence of ownership of Tyco common shares if the shareholder is a beneficial owner, as well as the date the shares were acquired, as
required by the Company's Articles of Association.

To
be considered by the Nominating and Governance Committee for nomination and inclusion in the Company's proxy statement for the 2014 Annual General Meeting of Shareholders, shareholder
recommendations for Director must be received by Tyco's Corporate Secretary no later than September 24, 2013. Once the Company receives the recommendation, the Company may deliver a
questionnaire to the candidate that requests additional information about the candidate's independence, qualifications and other information that would assist the Nominating and Governance Committee
in evaluating the candidate, as well as certain information that must be disclosed about the candidate in the Company's proxy statement, if nominated. Candidates must complete and return the
questionnaire within the time frame provided to be considered for nomination by the Nominating and Governance Committee. No candidates were recommended by shareholders in connection with the 2013
Annual General Meeting.

The
Nominating and Governance Committee currently employs an unrelated search firm to assist the Committee in identifying candidates for Director. The Committee also receives suggestions
for Director candidates from Board members. All ten of our nominees for Director are current members of the Board. In evaluating candidates for Director, the Committee uses the qualifications
described above, and evaluates shareholder candidates in the same manner as candidates from all other sources. Based on the Nominating and Governance Committee's evaluation of the current Directors,
each nominee was recommended for election.

Executive Officers

The current executive officers of Tyco are:

Madeleine G. BarberMs. Barber, age 49, has been our Senior Vice President and Chief Tax Officer since October 2011. She
is responsible for the company's global tax function, which includes tax planning, tax accounting & reporting and tax audits. Ms. Barber joined Tyco in December 2004 after having spent
16 years in public accounting. She began her career at Arthur Andersen, where she was promoted to partner in 2000. In May 2002, Ms. Barber joined KPMG LLP as a tax
partner in the firm's international corporate tax practice. While at KPMG and Andersen, Ms. Barber worked primarily with U.S. and foreign based Fortune 500 clients on complex multinational tax
issues such as international mergers and acquisitions, transfer pricing, cross-border financing structures and cross-border dispute resolution.

Lawrence B. CostelloMr. Costello, age 64, is our Executive Vice President and Chief Human Resources Officer, responsible for
setting HR strategy and leading the global HR organization. Mr. Costello joined Tyco in February 2012. Prior to joining Tyco, Mr. Costello was senior vice president of global HR
and corporate officer with Trane (formerly American Standard Companies) for eight years, and held a similar role for six years with the Campbell Soup Company. He has also served as the president of
the Lawrence Bradford Group, a leading HR consulting practice. Mr. Costello has also held senior HR leadership positions with Confab Companies and PepsiCo. He has a bachelor's degree in
business and finance administration from Rider University and attended the Program for Management Development at Harvard University.

Brian L. McDonaldage 49, is our Executive Vice President and Chief Operating Officer, Installation and Services, a position he has held
since January 2012 when the Company realigned its reporting segments to combine its commercial security and fire protection businesses. Mr. McDonald was the Chief Operating Officer of
Fire Protection Services, an organization within Tyco Fire Protection, since 2010. In these positions, Mr. McDonald has been responsible for all global installation and services
businesses. Mr. McDonald joined the Company in 2004, starting in SimplexGrinnell, where he successively led Sales, Field Operations and Southern Operations, before transferring to ADT
in 2008 to serve as Managing Director for ADT Security U.K. & Ireland.

Arun NayarMr. Nayar, age 62, is our Executive Vice President and Chief Financial Officer. He joined Tyco as the Senior Vice President
and Treasurer in March 2008 and was also the Chief Financial Officer of ADT Worldwide through October 2010. In October 2010, Mr. Nayar assumed expanded responsibilities as
head of Tyco's Financial Planning & Analysis and Investor Relations groups. Prior to joining Tyco, Mr. Nayar spent six years at PepsiCo, Inc., most recently as Chief Financial
Officer of Operations, and before that as Vice President and Assistant Treasurer of Capital Markets.

George R. OliverMr. Oliver, age 52, is our Chief Executive Officer and a member of the Board of Directors. He joined Tyco in
July 2006, serving as president of Tyco Safety Products from 2006 to 2010 and as president of Tyco Electrical & Metal Products from 2007 through 2010. He was
appointed president of Tyco Fire Protection in 2011. Before joining Tyco, he served in operational leadership roles of increasing responsibility at several General Electric divisions.
Mr. Oliver serves as a director on the

board
of Atkore International Inc., an equity investment of Tyco and is a trustee of Worcester Polytechnic Institute. Mr. Oliver has a bachelor's degree in mechanical engineering from
Worcester Polytechnic Institute.

Judith A. ReinsdorfMs. Reinsdorf, age 49, has been our Executive Vice President and General Counsel since March 2007. She
is responsible for overseeing the Company's legal function, public affairs, communications and environmental, health & safety organizations. From October 2004 to February 2007,
Ms. Reinsdorf served as Vice President, General Counsel and Secretary of C. R. Bard, Inc., a medical device company. Previously, she had served as Vice President and
Corporate Secretary of Tyco from 2003 to 2004 and as Vice President and Associate General Counsel of Pharmacia Corporation from 2000 to 2003.

The following table sets forth the number of shares of common stock beneficially owned as of December 31, 2012 by each current
Director, nominee for Director, executive officer named in the Summary Compensation Table under "Executive Officer Compensation" and the Directors and current executive officers of the Company as a
group.

Beneficial Owner

Title

Number of Common Shares
Beneficially Owned(1)

Percentage of
Class

Officers and Directors

Edward D. Breen

Chairman of the Board of Directors

4,221,241

(2)(3)(4)

*

Michael E. Daniels

Director

4,501

Patrick K. Decker

Named Executive Officer

529,597

(3)

*

Frank M. Drendel

Director

5,000

Brian Duperreault

Lead Director

24,043

(2)

*

Rajiv L. Gupta

Director

23,466

(2)

*

Naren K. Gursahaney

Named Executive Officer

86,392

John A. Krol

Director

28,787

(2)

*

George Oliver

Chief Executive Officer

1,026,970

(3)

Brendan R. O'Neill

Director

26,337

(2)

*

Laurie A. Siegel

Named Executive Officer

265,957

(3)

*

Frank S. Sklarsky

Named Executive Officer

0

*

William S. Stavropoulos

Director

15,045

(2)

*

Sandra S. Wijnberg

Director

29,189

(2)

*

R. David Yost

Director

24,412

*

All Directors and executive
officers as a group (21 persons)

6,845,102

1.5

%

*

Less
than 1.0%

(1)

The
number shown reflects the number of common shares owned beneficially as of December 31, 2012, based on information furnished by the
persons named, public filings and Tyco's records. A person is deemed to be a beneficial owner of common shares if he or she, either alone or with others, has the power to vote or to dispose of those
common shares. Except as otherwise indicated below and subject to applicable community property laws, each owner has sole voting and sole investment authority with respect to the shares listed. To the
extent indicated in the notes below, common shares beneficially owned by a person include common shares of which the person has the right to acquire beneficial ownership within 60 days after
December 31, 2012. There were 465,344,158 Tyco common shares outstanding on such date (excluding shares held directly or indirectly in treasury).

(2)

Includes
vested DSUs as follows: Mr. Breen, 997,420; Mr. Duperreault, 17,708; Mr. Gupta, 14,644; Mr. Krol, 20,473;
Dr. O'Neill, 20,473; Dr. Stavropoulos, 8,431; and Ms. Wijnberg, 20,473. Distribution of the DSUs for Mr. Breen will occur on or about March 28, 2013. For each other
Director, distribution will occur upon the earliest of (i) the termination of the individual from the Company's Board (other than for cause), (ii) a change in control of the Company and
(iii) December 31, 2017. Upon the occurrence of such event, the Company will issue the number of Tyco common shares equal to the aggregate number of vested DSUs credited to the
individual, including DSUs received through the accrual of dividend equivalents.

(3)

Includes
the maximum number of shares for which these individuals can acquire beneficial ownership upon the exercise of stock options that are
currently vested or will vest before

The
following table sets forth the information indicated for persons or groups known to the Company to be beneficial owners of more than 5% of the outstanding common shares.

Name and Address of Beneficial Owner\

Number of
Common Shares
Beneficially Owned

Percentage of Common
Stock Outstanding on
December 31, 2012

BlackRock Inc.
40 East 52nd Street
New York, NY 10022

29,568,489

(1)

6.4

%

(1)

The
amount shown for the number of common shares over which BlackRock Inc. exercised investment discretion was provided pursuant to the
Schedule 13G/A filed February 13, 2012 with the SEC, indicating beneficial ownership as of December 30, 2011.

On the last day of its fiscal 2012, September 28, 2012, Tyco successfully completed the spin-offs of its
North American residential security business and its flow control business (which was immediately combined with Pentair, Inc., an independent publicly traded company) (the "Separation"). These
businesses are now called The ADT Corporation ("ADT") and Pentair, Ltd. ("Pentair"), respectively. Following the Separation, Tyco is a smaller, more focused organization with a new management
team. In anticipation of the Separation, decisions concerning roles and compensation were made for the new management team for fiscal 2013. Compensation actions
were also taken for the pre-Separation management team to facilitate their transition and to recognize performance through fiscal 2012.

This
Compensation Discussion and Analysis ("CD&A") provides background on the Separation, addresses the fiscal 2013 programs for the new management team, and discusses those
compensation actions that were taken in fiscal 2012 for the pre-Separation management team.

Those
individuals who we believe will be our "named executive officers" in fiscal 2013 and beyond are referred to throughout this CD&A as "Executive Officers." Those individuals
who were "named executive officers" in fiscal 2012 (referred to throughout this CD&A as "Named Executive Officers") pertain to the pre-Separation management team and consist of: Edward D.
Breen, the Chairman and Chief Executive Officer; Frank S. Sklarsky, the Executive Vice President and Chief Financial Officer; Naren K. Gursahaney, President, ADT North America Residential &
Small Business; Laurie A. Siegel, Senior Vice President, Human Resources; and George R. Oliver, President, Commercial Fire & Security. In addition, information regarding Mr. Patrick K.
Decker, formerly the Company's President of its Flow Control business segment, is provided.

Introduction

Tyco's Separation became effective on September 28, 2012, the last day of fiscal 2012. Tyco's Board of Directors approved the
Separation after considering many factors. In particular, the commercial fire and security business, the North American residential security business and the flow control business operated with
distinct business models, each with different growth opportunities, operating models, capital investment needs, customers and end markets. Tyco's residential and small business security business was a
subscriber-based business with steady cash flow heavily focused in North America; Tyco's flow control business was largely an industrial manufacturing business tied to longer lead-time
infrastructure projects with significant overseas operations, in particular in emerging markets; and the commercial fire and security business was predominantly a product design, installation and
services business. Apart from these distinctions, Tyco's Board of Directors and senior management noted that each of the three businesses operated under strong leadership teams, held leading positions
within their respective markets and were of sufficient scale to operate successfully and grow as independent companies. Accordingly, following a thorough review of strategic alternatives for each of
the businesses, Tyco's Board of Directors approved the Separation and recommended that shareholders also approve the transaction. On September 17, 2012, Tyco's shareholders overwhelmingly
approved the Separation, with over 99% of the shares voted favoring the distributions of the ADT and flow control businesses. Tyco's shareholders have been rewarded for this transaction, as Tyco's
shares have appreciated approximately 28% from the announcement to closing of the transaction, compared to the S&P 500 Industrials Index rise of approximately 19%. Over longer time periods
Tyco's total shareholder return (TSR) has also outperformed the S&P 500 Industrials Index, as illustrated below.

Post-Separation,
Tyco is a leading global provider of security products and services, fire detection and suppression products and services and life safety products. Its goal
is to advance safety and security by finding smarter ways to save lives, improve businesses and protect where people live and work. Tyco's broad portfolio of products and services, sold under
well-known brands such as Tyco, SimplexGrinnell, Sensormatic, Wormald, Ansul, Simplex, Grinnell and Scott, serve security, fire detection and suppression and life safety needs across
commercial, industrial, retail, institutional, and governmental markets, as well as residential and small business markets. We hold market-leading positions in large, fragmented industries, and we
believe that we are well positioned to leverage our global footprint, deep industry experience, strong customer relationships and innovative technologies to expand our business in both developed and
emerging markets.

In
connection with the Separation, the Committee reviewed the executive compensation programs existing at Tyco, and made a number of changes intended to align Tyco's pay practices with
the new, more focused Tyco. Throughout the course of the year, the Committee also played an active oversight role in the design of ADT's executive compensation programs as it prepared to emerge from
Tyco as an independent public company. Although the actions described below relate solely to Tyco, the Committee also recommended to ADT's board many parallel actions with respect to ADT
post-separation executive officers. The Committee generally did not address post-Separation compensation issues for Pentair because, pursuant to the terms of the merger
agreement governing the transaction, the existing management team and board of directors of Pentair Inc. would manage the combined business following the Separation.

Separation Impact on Executive Officers and Named Executive Officers

As a result of the Separation, a significant number of Tyco's employees and executives either assumed new positions with ADT and
Pentair, were appointed to new positions within Tyco, or

Other
than Mr. Decker, who terminated employment effective August 31, 2012, all promotions and employment terminations were effective at the
close of business on September 28, 2012, the last day of Tyco's fiscal 2012.

At
the close of our fiscal year, on September 28, 2012, Mr. Oliver assumed the CEO role at Tyco and Mr. Gursahaney assumed the CEO role at ADT. Tyco's Board approved
these promotions because, over the course of their tenures with Tyco, Mr. Oliver and Mr. Gursahaney demonstrated the leadership skills, integrity and knowledge that the Board deemed
necessary for future success as leaders of their respective businesses. Except for Mr. Costello, each member of Tyco's executive leadership team was also an internal candidate who either
received a promotion or retained his or her existing position in connection with the Separation. The Committee reviewed each of these positions and determined that each individual was best suited to
lead his or her respective post-Separation business or corporate function in support of Tyco's post-separation business goals. The discussion in
Section 1 below describes the actions that the Committee took in fiscal 2012 with respect to the post-Separation compensation of this group of executives.

Also
on September 28, 2012, Messrs. Breen and Sklarsky, and Ms. Siegel terminated employment with Tyco. Mr. Decker, the former president of Tyco Flow Control,
terminated employment effective August 31, 2012 to assume the CEO position with Harsco Corporation, a company unrelated to Tyco. Each of these Named Executive Officers received severance
benefits in connection with his or her

termination.
Mr. Breen's severance was governed by his employment agreement, which defined a "Good Reason" resignation as, among other things, a resignation due to a change in duties which
results in a significant diminution in his position, authority, duties or responsibilities. Because the Separation would have allowed Mr. Breen to trigger this provision had he remained CEO,
the Board agreed to treat Mr. Breen's resignation from the CEO role as a "Good Reason" triggering event, and, as a result, a significant portion of the fiscal 2012 compensation reported
in the executive compensation tables below reflect this treatment. Messrs. Sklarsky and Decker and Ms. Siegel did not have positions in any of the post-Separation companies,
and were treated in the same manner as all other employees who were terminated in connection with the Separation. Cash benefits and the continuation of health and welfare benefits were consistent with
the benefits provided for in the Tyco International Severance Plan for U.S. Officers and Executives. Equity granted prior to October 2011 fully vested upon completion of the Separation. Equity
granted in October 2011 vested pro rata based on the number of months served in the vesting period. The discussion in Section 2 below describes the compensation of these executives in
fiscal 2012, along with the compensation of Mr. Oliver and Mr. Gursahaney in respect of their pre-Separation roles.

Other Separation-Related Actions

In addition to considering matters related to Tyco's post-Separation executive leadership group, the Committee addressed a
number of other matters directly related to the Separation to bring pay arrangements in line with best governance practices. During fiscal 2012, the Committee approved the following changes for
the post-Separation company:



Added a "double trigger" requirement before severance benefits are paid or equity acceleration occurs in connection with a
change in control event for all Executive Officers, including the CEO. Prior to the Separation, change-in-control benefits for
the CEO were governed by his employment agreement. No such employment agreement exists between our current CEO and Tyco.



Reduced the severance multiple for the CEO under the Tyco International Severance Plan for U.S. Officers and Executives
and Tyco International Change in Control Severance Plan for Certain U.S. Officers and Executives (the "CIC Severance Plan") to two times annual base and target bonus from three times.



Eliminated other benefits for the CEO, including:



Excise tax gross-ups payable in connection with a change-in-control,
and



a defined benefit pension plan.



Approved the Tyco International Ltd. 2012 Stock and Incentive Plan (the "2012 Plan"), which replaces the 2004 Stock
and Incentive Plan (the "2004 Plan"). The 2012 Plan makes available for future grant 50,000,000 shares of Tyco stock in connection with long-term incentive awards over the next
10 years, and is otherwise substantially consistent with the terms of the 2004 Plan.

In
addition, prior to the Separation, the Committee approved a number of changes designed to facilitate the transition, including:



Approved the truncation of the performance periods for all outstanding performance share units ("PSUs") so that each
period ended on June 29, 2012 (the last day of Tyco's fiscal third quarter). This modification was necessary to complete the Separation, as the performance metrics applicable to the PSUs would
no longer be meaningful following the Separation. The awards maintained their original vesting schedule.



Approved the conversion of all pre-Separation stock options and RSUs (including those converted from PSUs)
into either (i) post-Separation Tyco awards or (ii) post-Separation awards

of
Tyco, ADT and Pentair as of the date of Separation. In each case, the conversions were accomplished in a manner designed to preserve the intrinsic value of the equity awards for all plan
participants.



Approved the acceleration of vesting of equity for employees who lost their positions as a result of the Separation,
providing for full vesting of equity awards granted prior to October 2011 and pro rata vesting for awards granted in October 2011 and
thereafter.



Approved a special bonus plan for key employees whose responsibilities and workloads would be significantly increased by
the Separation. The Named Executive Officers of the Company were not eligible to participate, and did not receive, any special bonus for successfully completing the Separation.

The
impact of these actions on the Executive Officers and/or the Named Executive Officers is discussed in more detail below. The first section deals with compensation actions taken in
fiscal 2012 with respect to our post-Separation Executive Officers. The second section deals with the compensation of our fiscal 2012 Named Executive Officers. As a result of
the Separation, most of these officers are no longer Tyco executives.

SECTION 1: POST-SEPARATION EXECUTIVE OFFICER COMPENSATION

Executive Compensation Philosophy

This section of the CD&A discusses the compensation arrangements for our Executive Officers following the Separation. Although the
Separation had a major impact on the business and operations of the Company, it has not changed the Company's compensation philosophy. The Company's executive compensation programs continue to be
based on the philosophy that they must (i) reinforce Tyco's business objectives and the creation of long-term shareholder value; (ii) provide for performance-based reward
opportunities that support growth and innovation without encouraging or rewarding excessive risk; (iii) align the interests of executives and shareholders by weighting a significant portion of
compensation on sustained shareholder returns through long-term performance programs; (iv) attract, retain and motivate key executives by providing competitive compensation with an
appropriate mix of fixed and variable compensation, short-term and long-term incentives, and cash and equity-based pay; and (v) recognize and support outstanding
individual performance and behaviors that demonstrate our core valuesIntegrity, Excellence, Teamwork and Accountability. With this philosophy in mind, prior to the Separation, the
Committee:



Established a framework for evaluating proposed compensation levels for key post-separation senior leadership
positions at the Company. As part of this process, the Committee established a working peer group to assist in the benchmarking of salary, annual performance bonus and long-term equity
incentives. In doing so, the Committee considered the Company's lower, post-Separation annual revenue and market capitalization, which had the effect of lowering benchmark pay for most
positions.



Approved the compensation package for Mr. Oliver (the newly-promoted Chief Executive Officer) by considering
relative positioning to external benchmarks. The Committee targeted total direct compensation (base salary plus target annual performance bonus plus target long-term equity incentives) at
or slightly below the 50th percentile of these benchmarks. Mr. Oliver's targeted direct compensation represents an appropriate increase from his fiscal 2012
compensation due to his increased responsibilities as CEO, but a decrease in the pay positioning for the CEO role relative to Mr. Breen, the Company's former CEO, due to the smaller size of the
Company going forward and the experience of Mr. Breen in his role.



Reviewed the total direct compensation levels for each Executive Officer role in the post-separation Company,
and aligned total direct compensation targets at approximately the

50th percentile
depending upon a number of factors specific to the role and the candidate. The Committee approved pay increases where appropriate to reflect the significant
increases in responsibility for those employees that were assuming elevated post-Separation roles.



Awarded one-time Leadership Grants to selected employees, including the Executive Officers, to further
solidify Executive Officer alignment with the long-term success of the Company. The Leadership Grants consist of stock options and restricted stock units ("RSUs") with
multiple-year vesting schedules.



As noted above, the Committee also added the "double trigger" requirement before severance benefits are paid or equity
acceleration occurs in connection with a change in control event for the CEO, reduced the severance multiple for the CEO under the CIC Severance Plan, eliminated excise tax gross-ups for
the CEO and eliminated the defined benefit pension plan for the CEO.

Existing Compensation and Governance Features that Remain Post-Separation

Following the Separation, the Committee continues to maintain a strong compensation governance framework. This framework includes the
following features:



Variable compensation is heavily weighted on long-term incentives to align compensation with sustained
shareholder returns. Both before and after the Separation, 100% of long-term incentive awards for our CEO are performance-basedconsisting of stock options and PSUs.



Incentive awards are contingent on achieving targets that are established and approved by the Committee at the beginning
of the applicable performance period. All awards are assigned thresholds that define a minimum level of achievement before they pay out, and all award payments are capped at 200% of target.



The peer group of companies used to benchmark executive compensation levels is carefully reviewed at least annually by the
Committee with input from its independent consultant. Changes to the peer group require Committee approval.



The Committee regularly reviews executive perquisites. In recent years, the Company has eliminated tax
gross-ups on supplemental benefits for all executives; has discontinued supplemental life, disability and long-term care benefits for new executives; and has discontinued the
cash allowance perquisite for all executives.



The Committee annually completes a risk assessment of the Company's executive and broad-based compensation programs to
evaluate whether they drive behaviors that are within the risk management parameters it deems prudent.



The Company maintains a robust share ownership and retention policy for both directors and officers. Executive Officers
are required to achieve and maintain minimum stock ownership levels (two to six times base salary). Directors are required to achieve and maintain minimum stock ownership levels of five times the
annual cash retainer.



The Company maintains an expansive pay recoupment policy to claw back compensation earned as a result of fraudulent or
illegal conduct. We expect to modify the policy upon implementation of the Dodd-Frank Act to comply with applicable regulations.

Under the Company's insider trading policy, employees, including Executive Officers, are prohibited from speculating in
Company securities or engaging in transactions designed to hedge their ownership interests.



The Committee consists solely of independent directors. The Committee's independent consultant provides no other services
to the Company and has no relationship with management that would compromise independence.

The
features described above are important components of the Company's executive compensation governance framework. The sections that follow provide more detailed information regarding
the post-Separation compensation levels of our Executive Officers, the Company's post-Separation peer group, the elements of compensation for our Executive Officers, and other
features important to the Company's executive compensation programs.

Post-Separation Executive Compensation Overview

Prior to the Separation, the Committee developed and approved the post-Separation annual target compensation levels for all
post-Separation Executive Officers, focusing on the key elements of compensationannual base salary, the annual performance bonus, and long-term equity incentives.
In doing so, the Committee considered the results of past shareholders votes regarding our executive compensation programs, as well as input from shareholders obtained as a result of past outreach
efforts, and determined that its historical practice of weighting the majority of each Executive Officer's targeted direct compensation with at-risk performance-based awards continued to
be the most appropriate way to reward executives for performance.

Target
Annual Long-Term Incentive Awards are split evenly between PSUs and stock options for the CEO. For each other Executive Officer, the mix is 40% PSUs, 40% stock options
and 20% RSUs. The amounts above exclude the target value of the special Leadership Grants made in connection with the Separation (discussed on page 54).

The
Committee continues to believe that one of the most important features of a compensation program that pays for performance is an appropriate weighting of pay elements that align
management's interest with those of shareholders. As a result, in developing compensation levels for the post-Separation Executive Officers, the Committee continued its practice of placing
the greatest proportion of compensation on long-term equity incentives, with the aim of tying the executive's performance-adjusted compensation to sustained shareholder returns. It also
placed a significant portion of cash compensation in the form of the annual performance bonus.

The
chart below shows the distribution of total direct pay by element for fiscal 2013 for post-Separation Executive Officers.

The Committee evaluates many factors when designing and establishing executive compensation plans and targets. In determining
appropriate compensation levels, the Committee considers critical data including the relative complexity and importance of the executive's role within the organization, the executive's experience,
record of performance and potential, the compensation levels paid to similarly positioned executives at peer companies, general industry compensation data, and internal pay equity considerations. The
peer group of companies that the Committee uses to review relative compensation levels is an important part of the pay-setting process. In connection with the Separation, the Committee
approved a working peer group to ensure that compensation levels of the post-Separation Executive Officers align with the Company's smaller size and more focused business lines.

The
working peer group was established by analyzing companies in the existing peer group, and adjusting the composition based on a number of factors, including whether the company has
overlapping business lines, competes with us for talent, and is a member of the S&P 500 Index. The Committee, with the assistance of its independent compensation consultant, analyzed up to 17
factors in confirming inclusion. The changes made to the peer group are reflected in the table below. The working peer group consists of 15 industrial and service companies that reflect the
competitive landscape in which the new Tyco operates. It also takes into account the scale and geographic diversity
of the Company's markets and locations, as well as its blend of product design and manufacturing, installation and service delivery operations. As a result of the changes made to the peer group,
Tyco's fiscal 2012 revenue and market capitalization (as of October 31, 2012) are at the median of the working peer group.



Charter Communications*



Cooper Industries*



Cintas*



Danaher



Dover*



Eaton



Emerson Electric



Illinois Tool Works



Ingersoll-Rand



Liberty Global*



Motorola Solutions*



Rockwell Automation*



Stanley Black & Decker*



Waste Management



Xerox*

*

Indicates
companies that were added to Tyco's original peer group to form the working peer group. Companies that were deleted from the original peer group to
form the working peer group were 3M, Deere & Co., DirecTV Group, General Dynamics, Honeywell International, ITT, Johnson Controls, Raytheon, Sprint Nextel, Time Warner Cable and United
Technologies.

In
addition to relying on the working peer group, Tyco also used general industry data (excluding financial service companies) adjusted for the approximate size and complexity of the
post-Separation Tyco, and other benchmark data from third party providers, as a secondary source to help determine compensation for the post-Separation Executive Officers. As
demonstrated by the constitution of the Company's post-Separation senior leadership team, the Company's talent strategy calls for both the development of internal leadership and the
recruitment of highly experienced leaders from outside the Company. In developing post-Separation executive compensation levels, Tyco broadly targeted total direct compensation at the
50th percentile of the benchmark data. Although these benchmarks represent useful guidelines, the Committee exercised discretion in setting individual executive compensation
levels so that they would appropriately reflect the executive's value and expected contributions to the Company, as well as the executive's leadership, commitment to our values, and potential for
advancement.

Going
forward, the Committee expects to continue to review and refine this group with input from its new independent compensation consultant, Farient Advisors LLC ("Farient").

Post-Separation Elements of Compensation

Base
Salaries

Base
salary recognizes the value of an individual to Tyco based on his/her role, skill, performance, contribution, leadership and potential. Base salaries are reviewed annually by both
the Committee and the Board.

During
fiscal 2012, the Committee approved a 60% base salary increase for Mr. Oliver, a 16% base salary increase for Mr. Nayar and a 12% base salary increase for
Mr. McDonald. Each of these Executive Officers was promoted in connection with the Separation, and each new salary level was effective as of the completion of the Separation. Each is at or
below the 50th percentile of the benchmark. The Committee also approved Mr. Costello's base salary upon hire of $425,000, which was approximately at the
50th percentile of the benchmark. Ms. Reinsdorf's salary remained unchanged during fiscal 2012 and was not increased in connection with the Separation because her
salary was already competitive with the market.

To
reflect the new duties that each of these officers assumed before the Separation was completed, the Committee approved a lump sum award reflecting the prorated salary and bonus
increase from April 1, 2012 (May 1, 2012 in the case of Mr. Nayar) through September 28, 2012. Ms. Reinsdorf and Mr. Costello did not receive a lump sum
award.

Annual
Incentive Compensation

Annual
incentive compensation for the Executive Officers will be paid in the form of an annual performance bonus under the Company's 2012 Stock and Incentive Plan (the "2012 SIP").
Annual incentive compensation rewards executives for their execution of the operating plan and other strategic initiatives, as well as for financial performance that benefits the Company's business
and drives long-term shareholder value creation. It places a meaningful proportion of total cash compensation at risk, thereby aligning executive rewards with the Company's financial
results. It also offers an opportunity for meaningful pay differentiation tied to the performance of individuals and groups.

During
fiscal 2012, the Committee approved post-Separation annual target incentive levels at or below the 50th percentile of the benchmark. As a percentage of base salary,
Mr. Oliver's targeted annual incentive compensation for fiscal 2013 is unchanged from fiscal 2012, and is 100%. Mr. Nayar's target is 80% of salary, which represents an increase
from 75% in fiscal 2012, and Mr. McDonald's target is 70% of salary, an increase from 60% in fiscal 2012. The Committee also approved Mr. Costello's target incentive at 70%
of salary and Ms. Reinsdorf's target incentive remained unchanged at 80%.

A
key element in the compensation of our executive team is long-term equity incentive awards ("LTI compensation"), which tie a significant portion of compensation to Company
performance. The Committee believes that LTI compensation will continue to serve the Company's executive compensation philosophy in several ways. It is intended to attract, retain and motivate talent,
and to align the interests of executives with the interests of shareholders by linking a significant portion of the officer's total pay opportunity to share price. LTI compensation is also designed to
provide long-term accountability for executives, and it offers opportunities for capital accumulation in lieu of a pension plan for the Company's executive management.

During
fiscal 2012, the Committee reviewed the Company's existing long-term incentive plan, including the plan design, award mix and target values for
post-Separation Executive Officers. The Committee determined that the existing annual equity plan design, which places a heavy emphasis on performance-based awards in the form of PSUs and
stock options, appropriately aligns the financial interests of the Company's executives with those of shareholders. As a result, for fiscal 2013, the Committee decided to continue the practice
of granting the CEO an annual equity award split evenly between PSUs and stock options, and decided to grant other Executive Officers an annual equity award consisting of 40% PSUs, 40% stock options
and 20% RSUs. These weightings reflect a heavy performance orientation to the long-term incentive plan, while also encouraging retention by granting RSUs to those below the CEO level.

The
post-Separation PSUs will generally cliff vest at the end of three-year performance periods based on the achievement of certain performance criteria. PSUs
granted in fiscal 2013 will cover a performance period beginning on September 29, 2012 and ending on September 25, 2015. The number of shares that will be delivered relative to
target will depend primarily on whether the Company achieves a cumulative EPS target (before special items) based on a double digit compound annual growth rate. A minimum performance threshold of 80%
of target is required for any shares to vest, and a maximum 200% payout will be paid if the growth rate exceeds 120% of target. The share payout will be modified upward by 25% (but not above the
maximum cap) if the Company's total shareholder return relative to the S&P 500 Industrials Index at the end of the performance period ("relative TSR") is greater than or equal to the
67th percentile. It will be modified downward by 25% if the Company's relative TSR is less than or equal to the 33rd percentile. No adjustment will be made
for a relative TSR between these two thresholds.

Annual
stock option grants will generally vest in equal installments over four years, have a 10 year term and have an exercise price equal to the Company's closing stock price on
the date of grant. RSUs
granted in connection with the annual award will be valued using the closing price of Company stock on the date of the grant, and will generally vest in equal installments over four years.

Leadership
Grants

Also
in connection with the Separation the Committee awarded Leadership Grants, comprised of stock options and RSUs, to selected employees to further solidify their alignment with the
long-term success of the post-Separation Company. The Committee approved these Leadership Grants as a one-time event, vesting the RSUs 50% upon the third and fourth
anniversaries of the grant, and cliff vesting stock options upon the third anniversary of the grant. The Leadership Grants are intended to strengthen the alignment of the new senior management team
with shareholders by accelerating the growth of their stock ownership, thereby enhancing employee retention. The Leadership Grants are not expected to be repeated in future years.

The
following table summarizes the target value and form of awards for both the annual equity grants and the Leadership Grants made to the Executive Officers.

Executive
Benefit Plans and Other Elements of Compensation

The
primary difference between pre- and post-Separation benefit plans relates to the benefits available to our CEO. Prior to the Separation, Mr. Breen's
benefits were governed by his employment agreement. Following the Separation, the benefits available to Mr. Oliver are generally consistent with those offered to our other Executive Officers,
and are not governed by a separate employment agreement. As a result:



The Company no longer offers a defined benefit pension plan to any of the Executive Officers.



The Company no longer provides change-in-control excise tax gross ups for any Executive
Officer.



A "double trigger" is required before severance benefits are paid or equity acceleration occurs in connection with a
change in control event for all Executive Officers. In addition, the severance multiple payable to the CEO in such an event has been reduced from three times base salary and bonus to two times base
salary and bonus.

The
Company's Executive Officers are eligible to participate in substantially the same benefit plans that are available to all of our other U.S. employees. These benefit programs include
Tyco's tax-qualified 401(k) Retirement Savings and Investment Plan ("RSIP") and its medical insurance, dental insurance, life insurance, long-term disability and
long-term care plans.

Executives
are also eligible to participate in the Tyco Supplemental Savings and Retirement Plan, which is a deferred compensation plan that permits the elective deferral of base salary
and performance-based bonuses for eligible executives earning more than $110,000 per year. The SSRP provides our executives with the opportunity to:



Contribute retirement savings in addition to amounts permitted under the RSIP.

believes
are not in line with best practices. The limited perquisites and other benefits that Tyco continues to provide to certain senior executives consist of the following:

Supplemental insurance benefits (executive life, disability and long-term care). In December 2010, Tyco ceased providing the
supplemental life, disability and long-term care benefits for newly hired or promoted executives and in December 2012 approved a two year phase out for the executives receiving them at the
time of discontinuance, including Messrs. Oliver and Nayar and Ms. Reinsdorf. These programs provide life insurance, long-term disability insurance and long-term
care insurance to certain executives. The executive life insurance program typically provides a death benefit equal to approximately two times base salary, and allows the executive to elect to pay
additional premiums into the plan. The executive disability insurance program ensures salary continuation above the $15,000 monthly benefit limit provided by the broad based disability plan.
The executive long-term care insurance program covers certain executives and their spouses in the event of chronic illness or disability. Under the program, Tyco pays the
long-term care premium for 10 years, after which the insurance is fully paid. If the executive leaves prior to the end of the 10-year payment period, he or she has the
option to continue making the premium payments to maintain the coverage. Tyco does not pay tax gross-ups for its senior executives on life insurance and long-term disability
insurance programs and, as noted above, these benefits will be phased out over the next two years.

Executive physicals. Tyco strongly believes in investing in the health and well being of its executives as an important component in
providing
continued effective leadership for the Company, and will continue to offer annual executive physicals to the Executive Officers.

Use of corporate aircraft. Post-Separation, corporate aircraft will continue to be used primarily for business purposes. While the CEO
is
the only executive pre-approved to use Company aircraft for non-business purposes, other executives may do so, by exception, if expressly approved by the CEO or the Board.
There are no gross-ups paid with respect to personal use of aircraft.

Change in Control and Severance Benefits

Post-Separation,
we continue to provide employment and severance arrangements that are essential to attract and retain executive talent and that are competitive with those
provided to executive officers at other large companies publicly traded in the U.S. The benefits that are provided to each of our post-Separation Executive Officers, including the CEO, are
provided under the Tyco International Severance Plan for U.S. Officers and Executives (the "Severance Plan") and the Tyco International Change in Control Severance Plan for Certain U.S. Officers and
Executives (the "CIC Severance Plan"). These plans were modified in connection with the Separation to provide, among other things, that a severance benefit of two times base salary and bonus (as
compared to three times for Mr. Breen) would be payable to the CEO upon a qualifying event. As described below, a "double trigger" is required under the CIC Severance Plan before most benefits
become available to the executives covered by that plan.

Prior
to the Separation, the change in control and severance benefits applicable to our CEO were governed by the employment agreement between us and Mr. Breen, and the actual
amounts he received in connection with his resignation are described in the "Potential Payments Upon Termination and Change in Control" table included on page 83.

The table below summarizes the key terms and provisions of the post-Separation severance plans that are applicable to the Executive Officers. Refer to
the "Potential Payments Upon Termination and Change in Control" table for the estimated or actual dollar value of the benefits available under the severance plans in effect as of our fiscal
year-end with respect to the Named Executive Officers.

Severance Arrangements for Executive Officers

Description

Change-in-Control

Other Termination (not Change-in-Control)

Governing document:

CIC Severance Plan.

Severance Plan.

For equity awards, individual award agreements.

For equity awards, both the Severance Plan and individual award agreements.

Twelve months from date of termination for medical and dental and health care reimbursement account benefits only, if the executive does not commence employment with another company during this period. The executive
will also be entitled to a cash payment equal to the projected value of the employer portion of medical and dental benefit premiums for the severance period in excess of 12 months.

Twelve months from date of termination for medical and dental and health care reimbursement account benefits only, if the executive does not commence employment with another company during the severance period. The
executive will also be entitled to a cash payment equal to the projected value of the employer portion of medical and dental benefit premiums for the severance period in excess of 12 months.

Awards granted in fiscal 2009 and thereafter provide that, upon a change in control and a qualifying termination event:

Upon an involuntary termination without cause:Awards granted prior to Oct. 12, 2011:



All options and RSUs vest in
full.



All PSUs vest at the higher of
target or actual performance.



Options
remain exercisable until the earlier of (i) the expiration of the remainder of their term and (ii) up to three years following the executive's termination date.



All unvested RSUs and stock
options are forfeited.



Executive
receives one additional year of option vesting.



PSUs are forfeited unless the executive is retirement eligible, in which case all or a portion of the shares which vest remain subject to performance criteria.

Awards granted on and after Oct. 12, 2011:



All unvested RSUs and stock
options are forfeited unless the executive is retirement eligible, in which case awards vest pro rata based on the number of full months of service completed from the grant date through the termination date.



Executive receives one
additional year of option vesting.



PSUs are forfeited unless the
executive is retirement eligible, in which case the portion of shares that vest remain subject to performance criteria.

For all awards, the executive has 12 months (or in the case of retirement eligible employees, 36 months) to exercise vested stock options, subject to original term.

Upon
death or disability, equity awards generally vest in full, subject to performance conditions for PSUs.

Other Important Post-Separation Governance Features

Role of Independent Compensation Consultant and Company Management

In carrying out its role in establishing executive compensation plans, the Committee receives advice from an independent compensation
consultant, and considers pay strategies and recommendations prepared by the Company's management. Under its charter, the Committee has the sole authority to retain, compensate and terminate the
independent compensation consultants and any other advisors necessary to assist it in its evaluation of director, CEO or other senior executive compensation. In connection with the Separation, the
Committee reevaluated its independent compensation consultant and, after reviewing the qualifications of several consultants, determined that
Farient was best positioned to provide the Committee with independent advice going forward. The responsibilities of Farient post-Separation include the
following:



providing an ongoing review and critique of Tyco's executive compensation philosophy, the strategies associated with it,
and the composition of the peer group of companies;

In
general, the independent compensation consultant develops pay strategies and recommendations relating to the CEO, which the consultant provides to the Committee. The Committee and the
consultant then review and discuss all matters involving the CEO's compensation. After this review, the Committee prepares its own recommendation for the Board to review and discuss. The independent
members of our Board have the sole authority to approve compensation decisions made with respect to the CEO, and the Board has established a scorecard against which the performance of the CEO is
measured. The basis of the scorecard is the financial plan, as approved by the Board. However, the Committee reviews and approves the performance goals and objectives relevant to the CEO's
compensation, evaluates his performance in light of those goals and objectives, and, based upon this evaluation, recommends his compensation for approval by the independent members of the Board.

With
respect to the Company's other Executive Officers and employees, it is the CEO and the Executive Vice President, Human Resources, who develop the pay strategies and recommendations,
which the Committee then reviews. However, the authority to approve those strategies and recommendations resides with the different parties according to the employee's seniority. For Executive
Officers, decisions must be approved by the independent members of the Board. For employees whose base salary exceeds a certain level, the Committee has the sole authority to approve compensation
related actions. For all other employees, the Board has granted the CEO and his designees the authority to approve pay actions. However, the Committee is responsible for approving actions related to
certain aspects of the compensation of these employees, such as the size of bonus pools, annual incentive plan performance goals, equity award design, equity value ranges and share pools.

Risk Assessment of Compensation Programs

The Committee has assessed the company's executive and broad-based compensation programs to evaluate whether they drive behaviors that
are demonstrably within the risk management parameters it deems prudent. It has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material
adverse effect on the Company. Tyco's management assessed the company's executive and broad-based compensation and benefits programs on a global basis to determine if the programs' provisions and
operations create undesired or unintentional risk of a material nature. This risk assessment process included a review of overall program policies and practices; design of long-term
incentive compensation plans; design of incentive compensation programs, including local bonus plans and sales incentive plans; and sufficiency of control features. The review focused on plans that
had the potential to provide material payouts. In most cases, the significant incentive compensation policies and practices are centrally designed and administered, and are substantially similar to
those overseen by the Committee. Field sales personnel are paid primarily on a sales commission basis, but all of our senior executives are paid under the programs and plans for non-sales
employees. Certain internal groups have different or supplemental compensation programs tailored to their specific operations and goals, and programs may differ by country due to variations in local
laws and customs. In addition, Tyco's compensation structure has embedded risk mitigation features. For example, the emphasis on long-term equity awards as a significant component of
compensation mitigates the risk that managers may unduly focus on short-term results. In addition, policies such as stock ownership, share retention and pay recoupment serve as significant
risk mitigators. Finally, the Committee's authority to approve performance metrics, targets, minimum thresholds and maximum award caps provide discipline and help eliminate the incentive for excessive
risk-taking behavior.

Based
on the foregoing, we believe that our compensation policies and practices do not create inappropriate or unintended material risk to the Company as a whole. We also believe that
our incentive compensation arrangements provide incentives that do not encourage inappropriate risk-taking; are compatible with effective internal controls and the risk management
policies; and are supported by the oversight and administration of the Committee with regard to executive compensation programs.

In 2003, the Board established stock ownership and share retention guidelines for the executive management team. The Board
believes that executives who own and hold a significant amount of Company stock are aligned with long-term shareholder interests. The guidelines apply to all of our Executive Officers and
certain additional senior executives. The Committee reviews compliance with our stock ownership guidelines annually.

In
connection with the Separation, the Committee reviewed and revised the Company's stock ownership guidelines. The current stock ownership requirement for our Executive Officers is six
times base salary for Mr. Oliver and three times base salary for each other Executive Officer. Tyco shares that count towards meeting the stock ownership requirement include full value equity
awards (RSUs and PSUs), shares acquired through our benefit plans, and shares otherwise beneficially owned by the executive. We do not require that the stock ownership guidelines be attained within a
certain period of time. Instead, the Committee reviews executive stock ownership regularly to ensure that our senior executives are making progress towards meeting their goals or maintaining their
requisite ownership.

Tyco's
stock retention guidelines require that our Executive Officers retain 75% of net (after-tax) shares acquired from the exercise of stock options or the vesting of RSUs
until they attain their target stock ownership goal. Once that goal is attained, they cannot sell shares if it would result in the executive owning fewer shares than the target multiple applicable to
him or her. When an Executive Officer reaches the age of 62, the target multiple is reduced by 50%. Following the Separation, all Executive Officers met or exceeded the applicable stock ownership
multiple guideline.

Pay Recoupment Policy

Tyco's pay recoupment policy currently provides that, in addition to any other remedies available to it and subject to applicable law,
if the Board or any Committee of the Board determines that any annual or other incentive payment, equity award or other compensation received by an Executive Officer resulted from any financial result
or operating metric that was impacted by the Executive Officer's fraudulent or illegal conduct, the Board or a Board Committee may recover from the Executive Officer that compensation it considers
appropriate under the circumstances. The Board has the sole discretion to make any and all determinations under this policy. The Board expects to update the pay recoupment policy when the regulations
mandated by the Dodd-Frank Act are implemented by the Securities and Exchange Commission. At a minimum, the policy will comply with the Dodd-Frank Act and related regulations,
but will likely retain features of the existing policy that are more expansive than the requirements of the Act.

Insider Trading Policy

The Company maintains an insider trading policy, applicable to all employees and directors. The policy provides that the Company's
personnel may not buy, sell or engage in other transactions in the Company's stock while aware of material non-public information; buy or sell securities of other companies while aware of
material non-public information about those companies that they become aware of as a result of business dealings between the Company and those companies; disclose material
non-public information to any unauthorized persons outside of the Company; or engage in transactions in puts, calls, cashless collars, options or similar rights and obligations involving
the Company's securities, other than the exercise of any Company-issued stock option. The policy also restricts trading for a limited group of Company employees (including executives and directors) to
defined window periods that follow our quarterly earnings releases.

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code imposes a limit of $1.0 million on the amount of compensation that can be
deducted by Tyco with respect to our certain executives unless the

compensation
over $1.0 million qualifies as "performance-based" under federal tax law. It is our policy to structure compensation arrangements with our Executive Officers to qualify as
performance-based so that compensation payments are deductible under U.S. federal tax law, unless the benefit of such deductibility is outweighed by the need for flexibility or the attainment of other
corporate objectives. Potentially non-deductible forms of compensation include payments in connection with the recruitment and retention of key employees, base salary over
$1.0 million, discretionary bonus payments and grants of time-based RSUs.

SECTION 2: FISCAL YEAR 2012 RESULTS AND IMPACT ON NAMED EXECUTIVE OFFICER COMPENSATION

This section of the CD&A discusses Tyco's financial results for fiscal year 2012 and the compensation awards associated with those
results. Generally, the pay philosophy and programs described for post-Separation Tyco will be the same as those that were in place prior to the Separation, unless otherwise noted.

The
Company's compensation programs are designed to reward executives for achieving strong operational performance and delivering on the Company's strategic initiatives, each of which
are important to the long-term success of the Company. In fiscal 2012, the Company continued to perform well. Notably, the Company successfully separated the North American
residential security and flow control businesses from Tyco on the last day of the fiscal year. This complex process included separating the North American commercial and residential security
businesses, which had previously operated as a unified segment, rebranding the ADT commercial security business in North America, creating a stand-alone public company in The ADT Corporation, and
negotiating and closing a "reverse morris trust" merger transaction with Pentair, Inc. From a compensation standpoint, the successful completion of the Separation impacted each Named Executive
Officer in a different way. For Messrs. Breen and Sklarsky and Ms. Siegel, each of whom terminated as an executive at the close of the fiscal year, severance benefits were delivered in
accordance with their employment arrangements. For Messrs. Oliver and Gursahaney, the assumption of the chief executive officer position at Tyco and ADT, respectively, presented the opportunity
for increased responsibilities and compensation commensurate with such positions. Mr. Decker terminated employment effective August 31, 2012, and received severance benefits in
accordance with his employment arrangement.

Pre-Separation Elements of Compensation

Base Salary

During
fiscal 2012 there were no salary increases for Messrs. Breen, Sklarsky and Decker and Ms. Siegel. The Committee approved a 60% base
salary increase for Mr. Oliver in connection with his promotion to CEO. The Committee recommended, and ADT's board approved, a 48% increase to Mr. Gursahaney's fiscal 2012 salary
in connection with his promotion to the CEO role at ADT.

Annual Incentive Compensation

At
the beginning of fiscal 2012, the Committee and the Board of Directors approved the performance metrics for the annual performance bonus. For the
corporate group, the target performance goals were (i) growth in operating income before special items of approximately 13% compared to fiscal 2011, (ii) revenue growth of
approximately 6% on an organic basis and (iii) an aggressive cash conversion plan. Tyco's overall performance (including ADT and Flow Control, which were classified as discontinued operations
at the end of the fiscal year) was slightly below these targets. As a result, after confirming that the minimum performance threshold described below was met, Messrs. Breen and Sklarsky and
Ms. Siegel were awarded performance bonuses of 92% of target. Messrs. Oliver, Gursahaney and Decker were awarded bonuses based primarily on the results of the business units that they
led during the year (for Messrs. Oliver and Gursahaney, these units were realigned mid-year), resulting in payouts of 81% of target for Mr. Oliver and 74% of target for

* Amounts are before special items and are non-GAAP. Please see Annex A for reconciliation.

Annual incentive compensation for fiscal 2012 for our Named Executive Officers was paid in the form of an annual performance bonus under the Company's 2004
Stock and Incentive Plan (the "2004 SIP"). In the first quarter of fiscal 2012, the Committee established performance measures and targets for the Company (and for each group, division and
business segment), and they set a minimum performance threshold of $450 million in adjusted net income (adjusted for (i) business acquisitions and disposals, (ii) debt
refinancing, (iii) legacy legal and tax matters, (iv) goodwill and intangible asset impairments for businesses acquired prior to 2002, (v) changes in accounting,
(vi) asset impairments triggered by the Separation and (vii) Separation related costs) that had to be met for Named Executive Officers to receive any bonuses for the year. The net impact
of these adjustments did not determine whether the minimum threshold was met. These metrics were also approved by the independent members of the Board. The Committee also approved individual maximum
bonus amounts for each Named Executive Officer of 0.5% of adjusted net income for Mr. Breen, subject to a cap of $5.0 million and 0.25% of adjusted net income for
Messrs. Sklarsky, Oliver, Gursahaney, Decker and Ms. Siegel, subject to a cap of $2.5 million. After setting these minimum performance thresholds and maximum payouts, the
Committee further refined target and maximum payout values as a percentage of base salary. Target incentive opportunities ranged from 75% to 125% of base salary for fiscal 2012 for the Named
Executive Officers. Potential payouts ranged from 0% to 200% of the target incentive opportunity.

The
performance measures approved for the corporate and group levels of the organization were also established in the first quarter of fiscal 2012 and were used by the Committee
and the Board in the determination of final bonuses for the Named Executive Officers. The Committee considered the Company's overall operating results (including the results of ADT and Flow Control)
to measure the fiscal 2012 performance of Mr. Breen, Mr. Sklarsky and Ms. Siegel. Flow Control's results were considered to measure Mr. Decker's fiscal 2012
performance. For Messrs. Oliver and Gursahaney, the officers impacted by the Company's management and segment realignment in the second fiscal quarter, the Committee primarily considered the
operating results of the post-realignment segments that they led. These results were subject to a plus or minus 25% modification based upon a qualitative assessment of first quarter
results and each individual's contribution to the Separation. The operating results are described in the table below.

Description of Performance Measures: For compensation purposes, Adjusted
Operating Income and Adjusted FCF are adjusted to exclude the effects of events that the Committee deems do not reflect the performance of the Named Executive Officers. The categories of special items
are identified at the time the performance measure is approved at the beginning of the fiscal year, although the Committee may, in its discretion, make adjustments during the fiscal year. Special
items include gains, losses or cash outlays that may mask the underlying operating results and/or business trends of the Company or business segment, as applicable. For fiscal 2012, the
approved categories of adjustments included adjustments related to (i) business acquisitions and divestitures; (ii) debt refinancing; (iii) legacy legal and tax matters;
(iv) goodwill and intangible asset impairments for business acquired prior to 2002; (v) certain accounting changes; (vi) tax law changes in Europe; (vii) certain
unbudgeted capital expenditures and pension contributions; (viii) unbudgeted restructuring charges; (ix) charges related to the Separation, and (x) realignments of segment and
corporate costs. Adjusted FCF is calculated by first adjusting cash flow from operations by removing the effects of the sale of accounts receivable programs, cash paid for purchase accounting and
holdback liabilities, and voluntary pension contributions and then deducting net capital expenditures (including accounts purchased from the ADT dealer network), and then adding back the special items
that increased or decreased cash flows. The customer attrition rate is a 52-week trailing ratio, the numerator of which is the annualized recurring revenue lost during the period due to
attrition, net of dealer charge-backs and re-sales, and the denominator of which is total annualized recurring revenue during the period based on an average of recurring revenue under
contract at the beginning of each month during the period. Dealer charge-backs represent customer cancellations charged by us to dealers because the customer cancelled service during the initial
period of the contract, generally 12 to 15 months. Revenue is calculated in constant currency, which negates the impact of fluctuations in foreign currency over the course of the year, with
adjustments made to targets to reflect the acquisition or divestitures of businesses over the course of the fiscal year (all shown in the table are the targets as adjusted for such items).

The table below shows the maximum and target annual incentive compensation opportunities for fiscal 2012, and the actual payments earned by
each of our Named Executive Officers. These amounts are reported in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation" table.

Fiscal 2012 Performance Bonus Summary

Named Executive Officer

Maximum(1)

Target

Actual

Edward Breen

$

4,062,500

$

2,031,250

$

1,868,750

Frank Sklarsky

$

1,400,000

$

700,000

$

644,000

Naren Gursahaney

$

1,220,000

$

610,000

$

451,300

Laurie Siegel

$

727,500

$

363,750

$

334,650

George Oliver

$

1,220,000

$

610,000

$

494,100

Patrick Decker

$

1,000,000

$

500,000

$

504,167

(2)

(1)

In
the first quarter of fiscal 2012, the Committee established and the Board approved potential maximum annual incentive compensation
payouts of 0.50% of adjusted net income for Mr. Breen, subject to a cap of $5.0 million imposed by the 2004 SIP, and 0.25% for the other Named Executive Officers, subject to a cap of
$2.5 million. The Committee further established a maximum payout of 200% of target incentive opportunity.

(2)

Pro
rated for 11 months of fiscal 2012.

The
Committee and the independent members of the Board approved award payouts for each of our Named Executive Officers in November 2012 based on the achievement of the minimum
adjusted net income performance threshold of $450 million, and the achievement of the quantitative performance measures shown in the "Fiscal 2012 Annual Incentive Compensation Design
Summary" table above. These results included a downward adjustment for inappropriate revenue recognition practices related to certain security contracts in China, which resulted in adjustments to
prior period financial statements dating back to fiscal 2008. For purposes of the annual incentive plan, the Committee treated all charges related to this matter as though they were incurred in
fiscal 2012, effectively eliminating any benefit that the Named Executive Officers had received in prior years.

Long-Term Equity Compensation

Fiscal 2012 Grant

The Committee historically placed a substantial portion of executive officer's compensation at-risk in the form of
long-term performance
based equity awards (stock options and PSUs). The annual equity award granted to our CEO has been evenly split between PSUs and stock options. For other Named Executive Officers, the mix has been 40%
PSUs, 40% stock options and 20% RSUs. For PSUs, performance has been measured over three-year periods using total shareholder return (TSR), return on invested capital (ROIC), and
cumulative earnings per share (EPS). For the fiscal 2012 annual equity grant, the Committee granted to Mr. Breen the same 50-50 mix of PSUs and stock options that he
had received in prior years, and other Named Executive Officers received the same mix of PSUs, stock options and RSUs described above. The performance metrics for the 2012 PSUs consisted of a ROIC
measure (50% weighting) and a relative TSR measure (50% weighting). The ROIC metric was designed to reward executives for efficiently allocating capital and generating profitable growth. The
performance period for the fiscal 2012 award was originally the one year period ending on the expected closing date of the Separation. However, as described below, due to developments after the
grant date, the performance period was truncated by three months. The table below describes the minimum, target

and
maximum thresholds for the fiscal 2012 performance metrics. These amounts were later adjusted to account for the nine-month performance period (see below):

Min

% of Target
Earned

Target

% of Target
Earned

Max

% of Target
Earned

Relative TSR (50% weight)

35th pct.

40

%

50th pct.

100

%

75th pct.

200

%

Improvement in ROIC (50% weight)

10 bp

50

%

50 bp

100

%

90 bp

200

%

Stock
options granted to each Named Executive Officer in connection with the fiscal 2012 annual equity award have a 10 year term, vest in equal installments over four years
and have an exercise price equal to the Company's closing stock price on the date of grant. RSUs granted in connection with the fiscal 2012 annual equity grant were also valued using the
closing price of Company stock on the date of the grant, and vest in equal installments over four years. Vesting provisions related to various
termination scenarios are described below under the "Grants of Plan Based Awards" table. As noted above, in connection with the Separation, Messrs. Breen, Sklarsky, Decker and Ms. Siegel
terminated his or her executive position with the Company. As a result, all unvested equity held by these individuals granted prior to October 2011 fully vested at the completion of the
Separation. Equity granted in October 2011 vested pro-rata based on the number of months completed in the vesting period, plus an additional year of vesting for stock options. For
Messrs. Gursahaney and Oliver, who continued as employees of ADT and Tyco, respectively, no equity vested as a result of the Separation.

Modification of Performance Share Units

In order to facilitate the Separation timeline, the Committee approved the truncation of the performance periods for all outstanding
PSUs so that each period ended on June 29, 2012 (the last day of Tyco's fiscal third quarter). This modification was necessary to complete the Separation, as the performance metrics applicable
to the PSUs would no longer be meaningful following the Separation, and precise diluted share calculations were required to complete the Tyco Flow Control / Pentair Inc. merger transaction.
Performance metrics were also adjusted to take into account the shortened performance periods, although the vesting schedules for the PSUs were not changed. Thus, while the number of shares to be
delivered in respect of PSUs was determined based on results through June 29, 2012, participants (other than employees who were terminated in connection with the Separation) are generally
required to remain employed through the original vesting date before the full amount of shares become deliverable. The graph below illustrates the impact of these modifications:

Consistent with the value delivered to shareholders, through June 29, 2012, the Company had substantially outperformed targeted
results and, as a result, the number of shares to be delivered upon vesting of the PSUs is above target, as illustrated by the tables below.

Original Performance Period

Performance Metric(1)

Original
Targets

Minimum

Adjusted
Targets

Maximum

Actual

9/26/09-9/28/12

Relative TSR Percentile

50th

35th

50th

75th

76th

9/25/10-9/27/13

Relative TSR Percentile

50th

35th

50th

75th

86th

3 Year Cumulative EPS

$

9.79

$

4.26

$

5.32

$

6.38

$

5.95

10/1/11-9/28/12

Relative TSR Percentile

50th

35th

50th

75th

88th

Average ROIC

+0.500

%

+0.075

%

+0.375

%

+0.675

%

+0.69

%

(1)

Reflects
performance and payout relative to target for each of the PSU awards that were converted to time-based RSUs on
June 29, 2012. TSR performance based on percentile rank versus the S&P 500 Industrials. EPS and ROIC performance based on achievement against pre-established targets. EPS is
before special items.

Conversion of Equity Awards upon Separation

In October 2011, the Committee approved the conversion methodology for all outstanding Tyco equity awards that would apply at
the completion of the Separation. The conversion methodology was designed to preserve the intrinsic value of each form of equity award. In general, equity awards were either (i) converted into
equity awards solely with respect to stock of the employee's post-separation employer or (ii) converted into equity awards with respect to each of Tyco, Pentair and ADT. All

employees'
unvested RSUs granted prior to October 2011 were converted into RSUs of all three post-Separation companies in order to incentivize equitable behavior prior to the
Separation. The following table describes the conversion methodology for each of the Named Executive Officers:

Named Executive Officer

Tyco Equity Award

Post-Separation Equity Award

Breen, Sklarsky, Siegel and Decker

Stock Options
All RSUs
PSUs

Converted to equity awards with respect to all three companies, with a portion vesting upon termination

Oliver

Stock Options

Converted to Tyco stock options

RSUs granted prior to Oct '11

Converted to RSUs in all three companies

RSUs granted in Oct '11

Converted to Tyco RSUs

PSUs

Converted to Tyco RSUs

Gursahaney

Stock Options

Converted to ADT stock options

RSUs granted prior to Oct '11

Converted to RSUs in all three companies

RSUs granted in Oct '11

Converted to ADT RSUs

PSUs

Converted to ADT RSUs

Although
the conversions described above preserved the intrinsic value of each type of award, in some cases they constituted a modification under the authoritative
guidance for accounting for stock compensation, which requires a comparison of fair values of awards immediately before the Separation and the fair values immediately after the Separation. In certain
instances, the fair value immediately after the Separation was higher. As a result, incremental compensation costs for certain of these awards were recognized and are included in the Summary
Compensation Table and Grants of Plan Based Awards Table below. In general, neither the vesting terms for converted options and RSUs, nor the period of exercisability for converted options changed as
a result of these conversions.

Other Fiscal 2012 Equity Awards

During fiscal 2012, the Committee ended the cash perquisite allowance program for all officers of the Company that received the
benefit, including the Named Executive Officers. This program, which was instituted in 2003 to eliminate costly and administratively burdensome perquisites such as company cars, club dues, and
tax preparation services, provided for a cash payment equal to 10% of the officers base salary (up to a maximum of $70,000) that the officer could use without limitation. Taking into consideration
market practice, the Committee determined that the program's benefitsin attracting and retaining talented executiveswere outweighed by its costs. As a result, the Committee
ended the program, and made a one-time grant of RSUs to existing officers who were receiving the benefit at the time it was terminated. The RSUs vest in equal installments over two years
and had a grant date fair value equal to two times the annual value of the cash allowance for the applicable officer.

Executive Benefit Plans and Other Elements of Compensation

The executive benefit programs and perquisites for our Named Executive Officers in fiscal 2012 were generally the same as those
described above under "Post-Separation Elements of CompensationExecutive Benefit Plans and Other Elements of Compensation" with two
exceptions:



As described above, pursuant to his employment agreement, Mr. Breen was entitled to certain excise tax
gross-ups, accruals to his defined benefit pension plan and a severance multiple of three times base salary and target bonus in connection with certain
change-in-control events. These benefits have been eliminated as a result of his termination of employment, although we

expect
to pay certain state income tax gross ups in the future with respect to equity that is delivered or exercised after fiscal 2012.



In fiscal 2012, certain Named Executive Officers received payments pursuant to a cash perquisite allowance plan.
The cash perquisite plan provided Named Executive Officers with a cash payment equal to 10% of their annual base salary, up to a maximum annual benefit of $70,000, in lieu of more traditional
perquisite benefits. As noted above, the Committee discontinued this plan as of January 2012.

Severance

On September 28, 2012, Messrs. Breen, Sklarsky and Ms. Siegel terminated employment with Tyco. Mr. Decker,
the former president of Tyco Flow Control, terminated employment effective August 31, 2012 to assume the CEO position with Harsco Corporation, a company unrelated to Tyco. Each of these Named
Executive Officers received severance benefits in connection with his or her termination. Mr. Breen's severance was governed by his employment agreement, which defined a "Good Reason"
resignation as, among other things, a resignation due to a change in duties which results in a significant diminution in his position, authority, duties or responsibilities. Because the Separation
would have allowed Mr. Breen to trigger this provision had he remained CEO, the Board agreed to treat Mr. Breen's resignation from the CEO role as a "Good Reason" triggering event, and,
as a result, a significant portion of the fiscal 2012 compensation reported in the executive compensation tables below reflect this treatment. Messrs. Sklarsky, Decker and
Ms. Siegel did not have positions in any of the post-Separation companies, and were treated in the same manner as all other employees who were terminated in connection with the
Separation. Cash benefits and the continuation of health and welfare benefits were consistent with the benefits provided for in the Tyco International Severance Plan for U.S. Officers and Executives.
Equity granted prior to October 2011 fully vested upon completion of the Separation. Equity granted in October 2011 vested pro rata based on the number of months served in the vesting
period, with an additional one year of vesting for options. Cash severance benefits and the value of health and welfare continuation benefits in respect of fiscal 2012 for the Named Executive
Officers are shown in the table below. These amounts also appear in the Summary Compensation Table. See the Potential Payments upon Termination and Change in Control table for amounts related to
retirement plan distributions and vesting of equity awards.

The Committee has reviewed and discussed with management this Compensation Discussion and Analysis and, based on such review and
discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K and this Proxy
Statement.

The following table sets forth information regarding the compensation of the Named Executive Officers of Tyco in fiscal 2012:
Edward D. Breen, the Chairman and Chief Executive Officer; Frank S. Sklarsky, the Executive Vice President and Chief Financial Officer; Naren K. Gursahaney, President, ADT North
America Residential & Small Business; Laurie A. Siegel, Senior Vice President, Human Resources; and George R. Oliver, President, Commercial Fire & Security. In addition,
information regarding Mr. Patrick K. Decker, formerly the Company's President of its Flow Control business segment, is provided. Salary and bonus include amounts that may be deferred at the
Named Executive Officer's election.

Bonus: Amounts shown in column (d) reflect a sign-on bonus paid to
Mr. Sklarsky when he joined the Company in December 2010. In addition, amounts in fiscal 2012 represent lump-sum payments made to Messrs. Oliver and Gursahaney in
connection with their promotions to the CEO roles of Tyco and ADT, respectively, upon completion of the Separation.

(2)

Stock/Unit Awards and Option Awards: The amounts in columns (e) and (f) reflect
the fair value of equity awards granted in fiscal 2012, 2011 and 2010, which consisted of stock options, restricted stock units ("RSUs") and performance share units ("PSUs"). These
amounts represent the fair value of the entire amount of the award calculated in accordance with Financial Accounting Standards Board ASC Topic 718, excluding the effect of estimated forfeitures. For
stock options, amounts are computed by multiplying the fair value of the award (as determined under the Black-Scholes option pricing model) by the total number of options granted. For RSUs, fair value
is computed by multiplying the total number of shares subject to the award by the closing market price of Tyco common stock on the date of grant. For PSUs, fair value is based on a model that
considers the closing market price of Tyco common stock on the date of grant, the range of shares subject to such stock award, and the estimated probabilities of vesting outcomes. The value of

Amounts
in column (e) for each Named Executive Officer include the incremental fair value of certain modifications made to outstanding
performance stock units in connection with the Separation. On July 12, 2012, in connection with the 2012 Separation, the Board of Directors approved the truncation of performance periods
for all outstanding PSUs so that performance was determined as of June 29, 2012 (with vesting terms unchanged). On August 2, 2012, the Committee reviewed and certified performance
results through June 29, 2012. Amounts in column (f) for Messrs. Breen, Gursahaney and Decker and Ms. Siegel include the incremental fair value of certain modifications
made to outstanding stock options in connection with the Separation. On October 12, 2011 the Committee approved the methodology that would apply to convert outstanding Tyco equity awards upon
completion of the Separation into post-Separation equity awards of Tyco, ADT or Pentair in order to preserve intrinsic value. Refer to page 66-67 for more detail regarding these
conversions.

(3)

Non-Equity Incentive Plan Compensation: The amounts reported in column (g)
for each Named Executive Officer reflect annual cash incentive compensation for the applicable fiscal year. Annual incentive compensation is discussed in further detail above under the heading
"Elements of CompensationAnnual Incentive Compensation."

(4)

Change in Pension Value and Non-Qualified Deferred Compensation Earnings: The
amounts reported in column (h) for Mr. Breen reflect the aggregate increase in the actuarial present value of his accumulated benefits under all pension plans during fiscal 2012,
2011 and 2010, determined using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements. Information regarding the pension plans is set
forth in further detail below following the "Pension Benefits" table.

(5)

All Other Compensation: The amounts reported in column (i) for each Named Executive
Officer represent cash perquisites, insurance premiums paid by the Company for the benefit of the officer (and, in some cases, the officer's spouse), costs related to personal use of Company aircraft,
tax gross-up payments, Company contributions to 401(k) plans and non-qualified plans of the Company and its subsidiaries providing similar benefits, severance payments and
other miscellaneous benefits. The components of All Other Compensation for each Named Executive Officer are shown in the following table.

Supplemental Executive Insurance
Benefits(b)

Personal
Use of
Company
Aircraft(c)

Named Executive

Fiscal
Year

Cash
Perquisite(a)

Variable
Universal
Life

Supplemental
Disability

Long-Term
Care

Tax
Gross-Ups(d)

Severance
Benefits(e)

Retirement
Plan
Contributions(f)

Miscellaneous(g)

Total All
Other
Compensation

Fiscal year-end officer

Edward D. Breen

2012

$

17,500

$

50,405

$

34,683

$

15,428

$

296,093

$

40,990

$

7,507,741

$

235,833

$

14,030

$

8,212,703

2011

$

70,000

$

50,405

$

34,683

$

15,429

$

254,775

$

1,512,738



$

290,563

$

10,017

$

2,238,610

2010

$

70,000

$

50,405

$

34,683

$

15,429

$

213,151

$

841,566



$

174,117

$

5,000

$

1,404,351

Frank S. Sklarsky

2012

$

17,500









$

12,287

$

2,835,070

$

85,400

$

80,032

$

3,030,289

2011

$

52,500













$

23,333

$

64,669

$

140,502

Naren K. Gursahaney

2012

$

15,250

$

10,109

$

15,008

$

19,274







$

70,225

$

23,091

$

152,957

2011

$

59,750

$

10,109

$

15,008

$

19,275







$

86,665

$

9,614

$

200,421

2010

$

56,000

$

10,109

$

15,008

$

19,275



$

23,607



$

43,475

$

9,200

$

176,674

Laurie A. Siegel

2012

$

12,125

$

10,383

$

19,529

$

16,747





$

1,734,592

$

51,033

$

11,250

$

1,855,659

George R. Oliver

2012

$

15,250

$

14,839

$

14,837

$

20,346







$

77,281

$

11,165

$

153,718

2011

$

60,750

$

14,839

$

14,837

$

20,347







$

83,380

$

10,000

$

204,153

2010

$

60,000

$

14,839

$

14,837

$

20,347



$

19,392



$

36,149

$

10,000

$

175,564

Former officer

Patrick K. Decker

2012

$

12,500

$

10,430

$

12,762

$

18,012





$

2,020,996

$

49,673

$

2,500

$

2,126,873

(a)

Cash
Perquisites reflect an annual cash perquisite payment equal to the lesser of 10% of the executive's base salary and $70,000. Payments are
made quarterly and are adjusted to reflect changes in salary. This benefit was discontinued as of January 1, 2012.

Supplemental
Executive Insurance Benefits reflect premiums paid by the Company for insurance benefits for the executive and, in the case of
long-term care, for the executive's spouse as well. In December 2010, the Company ceased making premium payments for these benefits for newly hired or promoted executives.

(c)

The
CEO is authorized to use Company-owned or -leased aircraft for personal travel. Other Named Executive Officers are permitted to use
Company-owned or -leased aircraft for personal travel if expressly approved by the Board or the CEO. For purposes of the Summary Compensation Table, the aggregate incremental pre-tax cost
to the Company for personal use of Company aircraft is calculated using a method that takes into account the incremental cost of fuel, trip-related maintenance, crew travel expenses,
on-board catering, landing fees, trip-related hangar/parking costs and other variable costs, including incremental costs associated with executives that are not in control of
the aircraft, reduced by any amounts paid to the Company by the executive in respect of personal use. Because our aircraft are used primarily for business travel, the calculation does not include the
fixed costs that do not change based on usage, such as pilots' salaries, the acquisition costs of the Company-owned or -leased aircraft, and the cost of maintenance not related to trips.

(d)

The
amounts shown in this column as tax gross-up payments for Messrs. Gursahaney and Oliver represent tax
gross-up payments made with respect to taxable insurance benefits in fiscal 2010. The fiscal 2012 amount for Mr. Sklarsky represents a tax gross-up for
relocation benefits. Amounts for Mr. Breen include tax gross-up payments made with respect to taxable insurance benefits and the reimbursement of state taxes owed by him to New York
for Tyco work performed in that State. Generally, with respect to compensation awarded to Mr. Breen prior to January 1, 2009, the Company pays the additional taxes (including a
gross-up) that Mr. Breen owes as a result of working in New York rather than in his principal work location. The amount related to state taxes for Mr. Breen for
fiscal 2012 is an estimate, pending receipt of the relevant personal state tax return information for calendar year 2012. This estimate is based primarily on compensation paid to
Mr. Breen in fiscal 2012 that is deemed by New York State to be earned by Mr. Breen in New York prior to 2009. Mr. Breen waived the New York tax gross-up with respect
to compensation awarded after January 1, 2009.

(e)

Amount
reflects cash severance benefits and the value of health and welfare continuation benefits that accrued on September 28, 2012
with respect to Messrs. Breen, Sklarsky and Ms. Siegel, each of whom terminated his or her employment with Tyco on such date. Mr. Decker, the former president of Tyco Flow
Control, terminated employment effective August 31, 2012. Each of these Named Executive Officers received severance benefits in connection with his or her termination. Mr. Breen's
severance was governed by his employment agreement, which defined a "Good Reason" resignation as, among other things, a change in duties which results in a significant diminution in his position,
authority, duties or responsibilities. Because the Separation would have allowed Mr. Breen to trigger this provision had he remained as CEO, the Committee agreed to treat Mr. Breen's
resignation from the CEO role as a "Good Reason" triggering event. Mr. Sklarsky, Mr. Decker and Ms. Siegel did not have positions in any of the post-Separation
companies, and were treated in the same manner as all other employees who were terminated in connection with the Separation. Cash benefits and the continuation of health and welfare benefits were
consistent with the benefits provided for in the Severance Plan. For additional detail, see "Potential Payments Upon Termination and Change in Control" table.

(f)

Retirement
plan contributions include matching contributions made by the Company on behalf of each executive to its tax-qualified
401(k) Retirement, Savings and Investment Plan and to its non-qualified Supplemental Savings and Retirement Plan.

(g)

Miscellaneous
compensation in fiscal 2012 includes matching charitable contributions made by the Company on behalf of
Messrs. Breen, Gursahany, Oliver and Ms. Siegel and for Messrs Sklarsky and Gursahaney, the value of relocation benefits. Also, in fiscal 2012 executive physicals were
provided to Messrs. Sklarsky, Decker and Ms. Siegel, and the spouses of Messrs. Breen and Oliver were afforded food and other amenities in the amounts of $4,030 and $1,165,
respectively, in connection with social functions organized by the Company following a regularly scheduled board meeting. Miscellaneous compensation in fiscal 2011 includes matching charitable
contributions made by the Company on behalf of Messrs. Breen, Oliver, Gursahaney, and Ms. Siegel and, for Mr. Sklarsky, the value of relocation benefits. Miscellaneous
compensation in fiscal 2010 includes matching charitable contributions made by the Company on behalf of each of Messrs. Gursahaney and Oliver.

The
following table summarizes cash-based and equity based awards for each of the Company's Named Executive Officers that were granted during fiscal 2012 under the
2004 SIP. Share amounts included in the table reflect the number of pre-Separation Tyco shares that would have been deliverable upon vesting with respect to each award.

Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)

Estimated Possible Payouts
Under Equity
Incentive Plan Awards(2)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
(k)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(l)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(l)

Grant Date
Fair Value
of Stock
and
Option
Awards
($)(3)
(n)

Exercise
or Base
Price of
Option
Awards
($/Sh)
(m)

Name
(a)

Award Type
(b)

Grant
Date
(c)

Board or
Committee
Approval
Date
(d)

Threshold
($)
(e)

Target
($)
(f)

Maximum
($)
(g)

Threshold
(#)
(h)

Target
(Mid-
Point)
(#)
(i)

Maximum
(#)
(j)

Former officer:

Patrick Decker

Performance Bonus

12/7/2011

12/7/2011

$

250,000

$

500,000

$

1,000,000

Restricted Stock Unit

10/12/2011

10/12/2011

9,000

$

398,880

Stock Option

10/12/2011

10/12/2011

66,800

$

44.32

$

877,612

Restricted Stock Unit(4)

12/8/2011

12/8/2011

2,172

$

100,042

Performance Stock Unit

10/12/2011

10/12/2011

8,100

18,000

36,000

$

889,502

Performance Share Unit(5)

10/1/2009

7/12/2012

10,040

25,100

50,200

$

140,756

Performance Share Unit(5)

10/12/2010

7/12/2012

4,060

10,150

20,300

$

160,409

Performance Share Unit(5)

10/12/2011

7/12/2012

3,600

9,000

18,000

$

18,353

Stock Option(6)

3/26/2004

10/12/2011

3,482

$

44.16

$

475

Stock Option(6)

3/10/2005

10/12/2011

20,143

$

56.87

$

1,567

Stock Option(6)

11/22/2005

10/12/2011

11,330

$

46.07

$

1,546

Stock Option(6)

11/21/2006

10/12/2011

22,031

$

48.14

$

2,922

Stock Option(6)

7/2/2007

10/12/2011

17,000

$

53.36

$

1,826

Stock Option(6)

8/18/2008

10/12/2011

35,000

$

44.49

$

4,859

Stock Option(6)

10/7/2008

10/12/2011

110,800

$

29.00

$

15,997

Stock Option(6)

10/1/2009

10/12/2011

89,900

$

33.75

$

12,966

Stock Option(6)

10/12/2010

10/12/2011

75,400

$

37.29

$

10,886

Stock Option(6)

10/12/2011

10/12/2011

30,617

$

44.32

$

4,245

(1)

Amounts
reported in columns (e) through (g) represent potential cash payments under the annual performance bonuses that the
Named Executive Officers could have earned under the Company's annual incentive plan for fiscal 2012. The Board approved a maximum bonus payout of 0.50% of net income before special items for
Mr. Breen, subject to a cap of $5.0 million imposed by the 2004 SIP, and 0.25% for the other Named Executive Officers, subject to a cap of $2.5 million. The Committee further
established a maximum payout of 200% of target. Threshold amounts assume minimum performance levels are achieved with respect to each performance measure.

(2)

Amounts
in (h) through (j) represent potential share payouts with respect to PSUs assuming that threshold, target and maximum
performance conditions are achieved. In connection with the modification of these awards described in footnote 5 below, performance results were determined as of June 29, 2012 and the number of
shares that are deliverable upon vesting has been determined. These amounts range between 180% and 200% of target amounts depending on the year of grant. Refer to page 67 for a discussion of
performance results.

(3)

Amounts
in column (n) show the grant date fair value of the option awards, RSUs and PSUs granted to Named Executive Officers, as well
as the incremental fair value for awards that were modified during fiscal 2012 (see footnotes 5 and 6). These amounts represent the fair value of the entire amount of the award calculated in
accordance with Financial Accounting Standards Board ASC Topic 718 (ASC Topic 718), excluding the effect of estimated forfeitures. For grants of stock options, amounts are computed by multiplying the
fair value of the award (as determined under the Black-Scholes option pricing model) by the total number of options granted. For grants of RSUs, fair value is computed by multiplying the total number
of shares subject to the award by the closing market price of Tyco common stock on the date of grant. For grants of PSUs, fair value is based on a model that considers the closing market price of Tyco
common stock on the date of grant, the range of shares subject to such stock award, and the estimated probabilities of vesting outcomes. The value of performance share units included in the table
assumes target performance. However, the actual number of shares that will be delivered with respect to the PSUs was determined based on performance through June 29, 2012.

(4)

During
fiscal 2012, the Committee ended the cash perquisite allowance program for all officers of the Company that received the
benefit, including the Named Executive Officers and made a one-time grant of RSUs to existing officers who were receiving the benefit at the time it was terminated. The RSUs vest in equal
installments over two years and had a grant date fair value equal to two times the annual value of the cash allowance for the applicable officer.

(5)

On
July 12, 2012, in connection with the Separation, the Board of Directors approved the truncation of the performance periods for all
outstanding PSUs so that each period ended on June 29, 2012 (the last day of Tyco's fiscal third quarter). This modification was necessary to complete the Separation, as the performance metrics
applicable to the PSUs would no longer be meaningful following the Separation. The awards maintained their original vesting schedule. Performance through June 29, 2012 was reviewed and
certified by the Committee on August 2, 2012. Refer to page 67 in the Compensation Discussion and Analysis for details on the performance results. For modified PSUs, amounts in
column (n) represent the incremental fair value of these modifications calculated in accordance with ASC Topic 718.

(6)

On
October 12, 2011 the Committee approved the conversion methodology for all outstanding Tyco equity awards that would apply at the
completion of the Separation. The conversion methodology was designed to preserve the intrinsic value of each form of equity award. In general, equity awards were either (i) converted into
equity awards solely in respect of the stock of the employee's post-separation employer or (ii) converted into equity awards with respect to each of Tyco, Pentair and ADT. Although
these conversions preserved the intrinsic value of each type of award, in some cases they constituted a modification under ASC Topic 718, which requires a comparison of fair values of awards
immediately before the Separation and the fair values immediately after the Separation. In certain instances, the fair value of stock options immediately after the Separation was higher. As a result,
the modification resulted in incremental compensation costs for these awards, which are reported in column (n).

The Company made its annual grant of equity for fiscal 2012 in October 2011. The award for the CEO consisted of stock options and PSUs. Other Named
Executive Officers also received a mix of stock options, PSUs and RSUs. When the Company grants stock options, the exercise price equals the fair market value of our common stock on the date of grant.
Stock options generally vest in equal installments over a period of four years. Each option holder has 10 years to exercise his or her stock option from the date of grant, unless forfeited
earlier. PSUs generally vest at the end of three-year performance cycles, with the number of shares delivered dependent on the achievement of applicable performance criteria. Anywhere
between zero and 200% of the target number shares may be delivered based on performance. PSUs generally accrue dividend equivalent units, which are subject to the same performance conditions
applicable to the underlying award, but do not carry voting rights. RSUs generally vest in equal installments over four years, accrue dividend equivalents subject to the same vesting restrictions as
the underlying award, and do not carry voting rights.

In
general forfeiture provisions for all types of equity awards are as follows:

Event

Vesting

Exercisability of Options

Voluntary termination of employment (other than retirement)

Unvested awards are forfeited as of termination of employment.

Vested options expire on the earlier of (i) original expiration date, or (ii) 90 days after termination of employment.

Involuntary termination of employment not for cause

Unvested awards are forfeited as of termination of employment, except with respect to a change-in-control, divestiture or outsourcing event (in which case pro rata vesting generally applies). Certain executives are
entitled to receive an additional year of stock option vesting.

Vested options expire on the earlier of (i) original expiration date, or (ii) 90 days after termination of employment (except with respect to a change-in-control, divestiture or outsourcing event, in
which case the 90 days is extended to one to three years).

Termination of employment for cause

Unvested awards are immediately forfeited as of termination of employment.

Vested options are immediately cancelled upon termination of employment.

Retirement (defined as termination of employment for reasons other than cause on or after age 55 if the sum of age and full years of service with the Company is at least 60).

Unvested awards that have been granted within twelve months are forfeited if retirement occurs less than twelve months after the grant date. On or after the 1st anniversary of the grant date, unvested
awards accelerate and vest pro rata based on the number of months completed in the vesting period.

Vested options expire on the earlier of (i) original expiration date, or (ii) three years after termination of employment.

Disability or death

Unvested awards become fully vested as of termination of employment.

Vested awards expire on the earlier of (i) original expiration date, or (ii) three years after termination of employment.

The following table shows, for each of the Named Executive Officers, all equity awards that were outstanding as of September 28,
2012. Dollar amounts are based on the ex-distribution NYSE closing price of $27.43 for the Company's common stock on September 28, 2012.